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HomeMy WebLinkAboutContract 44661 (2)CITY SECRETARY 04 j L, L CONTRACT NO. ._ Maintenance Agreement for Railroad Crossings This Maintenance Agreement (Agreement"), effective as of the last date subscribed by a signatory, is made by and between the City. of Fort Worth ("City"), a Texas home -rule municipal corporation, having its principal office at 1000 Throckmorton, Fort Worth, Texas, and CTC, Inc., a licensed Texas corporation, having its principal office at 6100 Southwest Bloulevard, Suite 500, Fort Worth, Texas, with reference to the following facts: 1.1 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 related warning signal devices for the Museum Way crossing and, at the W. 7th 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 maintenance obligations under its agreement with the Railroad, the City seeks an independent contractor knowledgable in the maintenance of warning signal and quiet zone devices. 1. Services to be nrovided by Contractor Contractor agrees to maintain the at -grade crossings at Museum Way and W.7th Street, including highway -rail grade crossing warning systems and quiet -zone equipment as follows: Crossing signals - all testing, cleaning, painting, replacement of reflectors and lenses, signals, 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 49 CFR, 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. CFW-CTC, Inc. RR Crossing Maintenance Agreement RECEIVED .II11_ 3 0 Y- ',3 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 1 of 8 These requirements 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 II, 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 Railroad 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 Charges, Maintenance Materials and Sunnlies: 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 'nark -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. RAILROAD MAINTENANCE AGREEMENT Page 2 of 8 In addition to 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 send 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 1st 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 $1,250 per month FWWR & W 7th Street $1,000 per month TOTAL/MONTH $2,250 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 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. 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. RAILROAD MAINTENANCE AGREEMENT Page 5 of 8 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 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 (INCLUDING DEATH) SUSTAINED BY ANY PERSONS 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 from the effective date for the services to be rendered by Contractor hereunder. This Agreement shall be renewable for four additional one-year periods. 7. Miscellaneous 7.1 Drug Testing. Contractor shall comply with FRA's drug and alcohol testing program. 7.2 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors, assigns, personal representatives, and RAILROAD MAINTENANCE AGREEMENT Page 6 of 8 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 or the United States District Court for the Northern District of Texas, Fort Worth Division. 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 an overnight delivery carrier, charges prepaid or charged to the sender's account; when personally delivered to the recipient; when transmitted electronically and 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. Alonzo Linan Transportation and Public Works Department 1000 Throckmorton Fort Worth, Texas 76102 alonzo.linan@fortworthtexas.gov Telephone 817-392-7861 Facsimile 817-392-2533 If to Contractor Mr. Kurt Anderson CTC, Inc. 6100 Southwest Blvd., Suite 500 Fort Worth, Texas 76109 kanderson@ctcinc.com Telephone 817-886-8210 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, 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 RAILROAD MAINTENANCE AGREEMENT Page 7 of 8 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 parties hereto have executed this Agreement. CTC, Inc.: KurYAndrson Vice President & General Manager Date: ?%r4/zo►3 City of Fort Worth Fernando Costa Assistant City Manager 7/25/3 Ap • , val Recommended: 11 LJ Douglas i . Wiersig, Director Transportation and Public Works Date: ATTEST: Approved as to Form and Legality: Am_ Corporate Secretary Assistant City Attorney A piary/J Kayser ty Secretary RAILROAD MAINTENANCE AGREEMENT Page 8 of 8 AJ3 ttit(L OFFICIAL RECORD CITY SECRETARY L Ft'.WORTH, TX