HomeMy WebLinkAboutContract 49230 8
Qr- �
j CITY MWARY
t� 'V CONTRACT NO, "l
FORT\01 Maintenance Agreement
! C1�V OF SECR�PR� .a
Maintenance Agreement (Agreement") is made by and between the City of
6
& Z9 h ( "City"), a home-rule municipal corporation located in Tarrant, Denton, and
e Counties, Texas, having its principal office at 1000 Throckmorton, Fort Worth,
Texas, and CTC Inc., a licensed Texas corporation, having its principal office at 9601
Camp Bowie West Boulevard, Fort Worth, Texas, with reference to the following facts:
A. On February 2, 2005 the City entered into an agreement with the
Fort Worth and Western Railroad Company ("Railroad") whereby the
Railroad granted the City an at-grade crossing at Museum Way and the City
agreed to install and maintain the crossing and install and maintain warning
signal devices to implement the Museum Way crossing and at the W. 7 t
Crossing install and maintain warning signal devices, and at both crossings
install and maintain "quiet zones" as that term is defined and regulated by
Federal Railroad Administration.
B. To fullfill its obligations under its agreement with the Railroad, the
City seeks an independent contractor knowledgable in the maintenance of
Warning, Signal Devices and Quiet Zone Devices.
1.
Services to be provided by Contractor
1.1 Contractor agrees to maintain the at-grade crossings at Museum Way and W.7tn
Street, including highway-rail grade crossing warning systems and quiet-zone
equipment once installed, as follows:
Crossing signals - all testing, cleaning, painting, replacement of
broken reflectors and lenses, signal, lamp replacement, bonding,
primary battery replacement, storage battery maintenance, light
alignment, bell maintenance, relay inspection and testing, cable
inspection and testing, gate arm inspection, gate mechanism
inspection, troubleshooting, ground test circuits, exit gate
management system with integrated active vehicle detection,
backup wayside horn system, and quiet zone confirmation signals.
All such work shall be performed in accordance with 49CFR,
Chapter II, Federal Railroad Administration(FRA).
1.2 Contractor's maintenance services shall conform to all applicable federal, state and
local standards, including the testing and inspection by contractor of all such grade-
crossing warning devices at thirty-day intervals, and shall include all tests and inspections
as required by 49 CFR Chapter II,part 234 G grade-crossing signal-system safety and Part
236, Rules, standards and Instruction governing the installation, inspection, maintenance,
and repair of signal and train control systems,devices,and appliances. These requirements
OFFICIAL RECORD
CITY SECRETARY
FT"
WORIA TX
shall include tests on cables and relays. All cables and relays that fail to meet FRA
standards will be repaired or replaced by contractor.
1.3 If any piece of equipment to be maintained by Contractor is damaged or destroyed,
Contractor shall promptly repair such equipment. However, if the cost of such repair
exceeds $500, and if the condition of the crossing warning signal system presents an
immediate danger to the traveling public, Contractor shall take the followings steps in
order:
A. Promptly initiate efforts to warn highway users and railroad employees at the
subject crossing as directed by 49 CFR Chapter Il, part 234. Continue such efforts
until appropriate repairs have been made and the crossing warning system is
functioning properly.
B. Notify City immediately.
C. Make a reasonable attempt to thoroughly diagnose and repair equipment before
replacement of costly signal system components.
D. Upon receiving direction from City concerning cost to make repairs, make such
repairs in a timely manner.
E. Notify City and FWWR that crossing warning system is functioning properly.
1.4 During the term of this Agreement, Contractor shall prepare and file with the
appropriate government agencies all documentation required by such agencies in
connection with the Signal and Crossing Systems. All FRA required forms shall be kept
at Contractor's office in Fort Worth, TX, with a copy of all reports forwarded to the City
with the monthly invoices.
1.5 Contractor shall provide sufficient personnel and supplies in order for the services
required pursuant to this Agreement to be performed 24 hours per day, 365 days per year.
Contractor shall provide the City, the Railroad, and the Fort Worth Police Department the
telephone number and such other contact information as may be requested in order that
communication with Contractor can be maintained 24 hours per day.
2.
Monthly Service CharlIes,Maintenance Materials and Supplies; Billing
2.1 Contractor shall furnish all maintenance materials and supplies consumed by
Contractor in providing the maintenance services describe in the Agreement, whether such
services are provided in response to damaged grade crossings, acts of God, or testing of
cables and relays. Contractor shall provide the following materials with no mark-up:
bonds, track connections, lenses, reflectors, signal bulbs, arrestors, fuses, and shear pins.
All other consumable materials required by Contractor in rendering the maintenance
services required hereunder will be billed at cost plus 10%handling charge. In addition to
RAILROAD MAINTENANCE AGREEMENT
Page 2 of 8
the materials cost, if any, Contractor shall bill City for labor and shipping. All services,
including materials, labor, and shipping shall be billed without tax.
2.2 Contractor shall submit invoices to City together with necessary supporting
documents to substantiate the materials consumed and labor provided. City shall remit
payment of invoices within 30 days from the date that the invoice is received.
2.3 Contractor shall end monthly billing statements, as formulated below, to the City
on the 1st business day of each month, for services provided during the previous month,
commencing with the 1 st day of the first month following the execution of this Agreement.
The City shall pay such monthly bills in full within 30 days from the date the invoice and
monthly FRA reports are received.
2.4 The monthly compensation fees for the services to be performed by Contractor shall
be as follows:
Highway-Rail Grade Crossing Warning System Maintenance:
FWWR & Museum Way $1,375 per month
FWWR&W 7th Street $1,100 per month
TOTAL/MONTH $2,475 per month
3.
Insurance Requirements
3.1 At its own expense and during the term of this Agreement, Contractor shall
maintain the following insurance:
(a) Workers' Compensation Insurance providing Statutory Benefits under the
Workers' Compensation Act of the State of Texas and/or any other state or
Federal Law of Laws applicable to the contractor's employees performing
the work under this instrument, and Employer's Liability Insurance of not
less than $500,000 each accident, $500,000 each employee for disease and
$500,000 limit for disease.
(b) Comprehensive Automotive Liability Insurance providing limits to be not
less than $2,000,000 per occurrence for bodily injury and property damage
and $2,000,000 in the aggregate for all occurrences. If any part of the
work is sublet, similar insurance shall be provided by or on behalf of the
subcontractor(s) to cover their operations.
(c) Comprehensive General Liability Insurance providing limits to be not less
than $2,000,000 per occurrence for bodily injury and property damage and
$2,000,000 in the aggregate for all occurrences. If any part of the work is
sublet, similar insurance shall be provided by or on behalf of the
subcontractor(s) to cover their operations.
RAILROAD MAINTENANCE AGREEMENT
Page 3 of 8
(d) Contractors' Protective Liability Insurance providing limits to be not less
than $2,000,000 per occurrence for bodily injury and property damage and
$2,000,000 in the aggregate for all occurrences. If any part of the work is
sublet, similar insurance shall be provided by or on behalf of the
subcontractor(s) to cover their operations.
(e) Railroad Protective Liability Insurance (which includes Bodily Injury,
Property Damage and Physical Damage Insurance) providing limits to be
not less than $2,000,000 per occurrence for bodily injury and property
damage and $6,000,000 in the aggregate for all occurrences. If any part of
the work is sublet, similar insurance shall be provided by or on behalf of the
subcontractor(s) to cover their operations.
3.2 Contractor shall comply with the following additional insurance requirements:
a. All policies required hereunder shall be written on an"occurrence basis."
b. The City and the Railroad, their officers, employees and servants shall be
endorsed as an additional insured on Contractor's insurance policies excepting
employer's liability insurance coverage under Contractor's workers' compensation
insurance policy.
b. Certificates of insurance shall be delivered to the City of Fort Worth,
Transportation and Public Works Department, 1000 Throckmorton Street, Fort
Worth, TX 76102, before beginning any services required under this Agreement.
C. Any failure on part of the City to request required insurance documentation
shall not constitute a waiver of the insurance requirements specified herein.
d. Each insurance policy shall be endorsed to provide the City a minimum
thirty days notice of cancellation, non-renewal, and/or material change in policy
terms or coverage. A ten days notice shall be acceptable in the event of non-
payment of premium.
C. Insurers must be authorized to do business in the State of Texas and have a
current A.M. Best rating of A: VII or an equivalent measure of financial strength
and solvency.
f. Deductible limits, or self-funded retention limits, on each policy must not
exceed $10,000.00 per occurrence unless otherwise approved by the City.
RAILROAD MAINTENANCE AGREEMENT
Page 4 of 8
g. Other than worker's compensation insurance, and in lieu of traditional
insurance, the City may consider alternative coverage or risk treatment measures
through insurance pools or risk retention groups. The City must approve in writing
any alternative coverage.
h. All insurance policies required hereunder shall include a waiver of
subrogation providing rights of recovery in favor of the City and the Railroad.
i. City shall not be responsible for the direct payment of insurance premium
costs for Contractor's insurance.
j. Contractor's insurance policies shall each be endorsed to provide that such
insurance is primary protection and any self-funded or commercial coverage
maintained by City shall not be called upon to contribute to loss recovery.
k. In the course of services being provided under this Agreement, Contractor
shall report, in a timely manner, to City's officially designated contract
administrator any known loss occurrence that could give rise to a liability claim or
lawsuit or that could result in a property loss.
1. Contractor's liability shall not be limited to the specified amounts of
insurance required herein.
M. Upon the City's request, Contractor shall provide complete copies of all
insurance policies required by these contract documents.
n. Subcontractors shall be deemed agents of Contractor and are subject to the
terms hereof.
3.3 Fort Worth and Western Railroad Insurance Requirements
In addition to the City of Fort Worth insurance requirements listed above,
the Contractor is required to satisfy the requirements of and execute the
attached "Right of Entry Agreement" with the Fort Worth and Western
Railroad (see Exhibit A). The Right of Entry Agreement contains the
railroad's insurance requirements.
RAILROAD MAINTENANCE AGREEMENT
Page 5 of 8
4.
Termination
4.1 This Agreement may be terminated by Contractor upon thirty-day written notice to
the City for any of the following:
(a) City's bankruptcy, insolvency, or assignment for the benefit of creditors;
(b) City's failure to pay any amounts owed Contractor under the terms of this
Agreement, and such default continues for fifteen days after the date the payment
was due.
4.2 This Agreement may be terminated by the City upon thirty-days written notice to
Contractor if Contractor fails to perform reasonably satisfactorily under the terms and
conditions of this Agreement, and City has given Contractor written notice itemizing the
defects or deficiencies of Contractor 's performance and has given Contractor 45 days in
which to cure the defects or deficiencies.
4.3 This Agreement may be terminated by the City for convenience and without cause
upon 10 days written notice.
5.
Indemnification
Contractor also covenants and agrees to, and by these presents does hereby, fully
indemnify, hold harmless and defend the City, its officers, agents and employees from all
suits, actions or claims of any character,whether real or asserted,brought for or on account
of any injuries or damages sustained by any persons (including death) or to any property,
resulting from or in connection with the construction, design, performance or completion
of any work to be performed by said Contractor, its contractors, subcontractors, officers,
agents or employees, or in consequence of any failure to properly safeguard the work or on
account of any act, intentional or otherwise, neglect or misconduct of said Contractor, its
contractors, sub-contractors, officers, agents or employees.
It is understood that the foregoing is not intended to cover matters in which the
City, its officers, employees or agents have been found to be negligent or grossly negligent
or to have committed malfeasance.
6.
Term
This Agreement shall remain in full force and effect for a period of one year for the
services to be rendered by Contractor hereunder. This Agreement shall renew for four
additional one year periods.
7.
RAILROAD MAINTENANCE AGREEMENT
Page 6 of 8
Miscellaneous
7.1 Drug Testing. Contractor shall comply with FRA's drug and alcohol testing
program.
7.2 BindingEffect.ffect. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors, assigns, personal representatives, and
heirs. No party,however,may assign this Agreement,or any portion thereof,to any person
without the prior written consent,not to be unreasonably withheld, of the other party.
7.3 Governing Law. The provisions of this Agreement shall be governed by and
construed in accordance with the laws of the State of Texas. Venue shall lie exclusively in
any court of competent jurisdiction located in Tarrant County, Texas.
7.4 Notices. "Notice," except in Section 1.4, means a written notice required or
permitted under this Agreement. For non-emergency notice, a notice shall be deemed
given or sent when deposited, as certified mail or for overnight delivery, postage and fees
prepaid, in the United States mails; when delivered to Federal Express, United Parcel
Service, DHL Worldwide Express, or Airborne Express, for overnight delivery, charges
prepaid or charged to the sender's account;when personally delivered to the recipient;when
transmitted by electronically confirmed as having been successfully transmitted; or when
delivered to the home or office of a recipient in the care of a person whom the sender has
reason to believe will promptly communicate the notice to the recipient. Emergency notice
may be given to the individuals listed below and such notice may be given by e-mail or
facsimile with confirmation of delivery by return e-mail or telephone call.
If to Fort Worth:
Mr. Sam Werschky, P.E
Transportation and Public Works Department
1000 Throckmorton
Fort Worth, Texas 76102
sam.werschky_@fortworthtexas.gov
Telephone 817-392-7861
Facsimile 817-392-2533
If to Contractor
Mr. Kurt Anderson
CTC Inc.
9601 Camp Bowie West Boulevard
Fort Worth, Texas 76116
kandersonaa,ctcinc.com
Telephone 817-886-8215
Facsimile 817-886-8225
7.5 Entire Agreement. This Agreement constitutes the entire agreement among the
parties regarding the subject matter of this Agreement,and no previous statement,promise,
RAILROAD MAINTENANCE AGREEMENT
Page 7 of 8
agreement, inducement or representation, whether oral or written, shall be of any further
force or effect unless expressly set forth herein. All parties acknowledge and agree that
they have been advised of and had the opportunity to seek the advice of counsel of their
own choosing regarding the terms of this Agreement and the advisability of executing it.
All parties acknowledge and agree that they have each fully read and understood the terms
of this Agreement. Should any part of this Agreement be held by a court of competent
jurisdiction to be unenforceable or invalid, the remaining portions of this Agreement shall
remain in full force and effect.
In witness hereof, the following parties hereto have executed this Agreement.
CTC Inc.: City of Fort Worth:
Ku Anderson Jay Chapa
Vice President Assistant City Manager
Date: O / Date:
Approval Recommended:
b6o-ugfas W. Wiersig, P. irector
Transportation and Public Works
Approved as to Form and Legality:
Co orate Secretary Douglas W. Black
Senior Assistant City Attorney
tiv m,L
aA E .
i
ar J Kayser
City Secretary of FO)v
OFFICIAL RECORD
CITY SECRETARY
PT_IV121 I 'Mo T
rT
_ .....
RAILROAD MAINTENANCE AGREEMENT A.
Page 8 of 8
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
i
ame of Em to
cfuA,x
Title
❑ This form is N/A as No City Funds are associated with this Contract
Printed Name Signature