HomeMy WebLinkAboutContract 31524 C11-Y SECRETARY
CQN IAACT NO.
Maintenance Agreement
This Maintenance Agreement (Agreement") is made by and between the City of
Fort Worth ( "City"), a home-rule municipal corporation located in Tarrant, Denton, and
Wise Counties, Texas, having its principal office at 1000 Throckmorton, Fort Worth,
Texas, and Quality Signal Construction, Inc., ("QSC"), a licensed California corporation,
having its principal office at 4441 Auburn Blvd., Suite H, Sacremento, California 95841
(license#721459), 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`h 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 QSC
1.1 QSC agrees to maintain the at-grade crossings at Museum Way and W.7`h 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 11, Federal Railroad Administration (FRA).
1.2 QSC's maintenance services shall conform to all applicable federal, state and
local standards, including the testing and inspection by QSC of all such grade-crossing
warning devices at thirty-day intervals, and shall include all tests and inspections as
required by 49 CFR Chapter 11, 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
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requirements shall include tests on cables and relays. All cables and relays that fail to
meet FRA standards will be repaired or replaced by QSC.
1.3 If any piece of equipment to be maintained by QSC is damaged or destroyed,
QSC 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, QSC 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 as to how 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, QSC 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 QSC's office in Sacramento, California, with a copy of all reports forwarded to the
City within 10 days after the form is completed.
1.5 QSC 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.
QSC 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 QSC can be maintained 24 hours per day.
2.
Monthly Service Charges, Maintenance Materials and Supplies; Billinil
2.1 QSC shall furnish all maintenance materials and supplies consumed by QSC 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. QSC 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 QSC in rendering the maintenance services required
hereunder will be billed at cost plus 10% handling charge. In addition to the materials
QUALITY SIGNAL CONSTRUCTION,I`NC.
MAINTENANCE AGREEMENT
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cost, if any, QSC shall bill City for labor and shipping. All services, including materials,
labor, and shipping shall be billed without tax.
2.2 QSC 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 The maximum amount of money to be paid to QSC for all services, except for
services performed in response to an emergency, shall not exceed $25,000. QSC shall
send monthly billing statements, as formulated below, to the City on the 1 st business day
of each 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 is received.
2.4 The monthly compensation fees for the services to be performed by QSC shall be
as follows:
Highway-Rail Grade Crossing Warning System Maintenance:
FWWR & Museum Way $500 per month
FWWR & W 7th Street $800 per month
Quiet Zone Device Maintenance
FWWR& Museum Way $50 per month
FWWR & W 7th Street $50 per month
3.
Insurance Requirements
3.1 At its own expense and during the term of this Agreement, QSC 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
QUALITY SIGNAL CONSTRUCTION,INC. `g ^,��^ ,d^~
MAINTENANCE AGREEMENT ��IA k kv-Ag
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FT. WORTH, TEX.
$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.
(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 QSC 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 QSC's insurance policies excepting
employer's liability insurance coverage under QSC'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.
e. 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.
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QUALITY SIGNAL CONSTRUCTION,INC
MAINTENANCE AGREEMENT
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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 QSC's insurance.
j. QSC'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, QSC 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. QSC's liability shall not be limited to the specified amounts of insurance
required herein.
M. Upon the City's request, QSC shall provide complete copies of all
insurance policies required by these contract documents.
n. Subcontractors shall be deemed agents of QSC and are subject to the terms
hereof.
4.
Termination
4.1 This Agreement may be terminated by QSC upon thirty-days 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 QSC 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
QSC if QSC fails to perform reasonably satisfactorily under the terms and conditions of
this Agreement, and City has given QSC written notice itemizing the defects or
deficiencies of QSC's performance and has given QSC 45 days in which to cure the
defects or deficiencies.
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QUALITY SIGNAL CONSTRUCTION,INC. i�G ; � ��
MAINTENANCE AGREEMENT
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4.3 This Agreement may be terminated by the City for convenience and without cause
upon 10 days written notice.
5.
Indemnification
QSC 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 QSC, 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
QSC, its contractors, sub-contractors, officers, agents or employees, even if such
iniuries, death, or damages are caused, in whole or in part, by the alleged negligence of
the City, its officers, servants, 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 date hereof or the expenditure by City of$25,000, excluding emergency services, for
the services to be rendered by QSC hereunder. This Agreement shall expire immediately
upon the expenditure by City of such $25,000.
7.
Miscellaneous
7.1 Drug Testing. QSC 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
QUALITY SIGNAL CONSTRUCTION,rNC.
MAINTENANCE AGREEMENT
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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. Russell Wiles
Department of Transportation and Public Works
1000 Throckmorton
Fort Worth, Texas 76102
Russell.wiles2fortworth og v.org
Telephone 817-392-7978
Facsimile 817-392-2433
If to QSC
Mr. Robert C. Bowman
Quality Signal Construction, Inc.
4441 Auburn Blvd., Suite H
Sacremento, California 95841
Rbowmannqualitysi final.com
Telephone: 916-480-0150
Facsimile: 916-480-0154
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
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.
lIn witness hereof, the following parties hereto have executed this Agreement on
of March, 2005.
QUALITY SIGNAL CONSTRUCTION,INC.
MAINTENANCE AGREEMENT
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Approval Recommended: City of Fort Worth
By: fnA��
Robert Goode, . E., Director Marc A.
Transportation and Public Works Assistant City Manager
ATTEST: Approved as to Form and Legality:
1 V�
Marty HendrixN Assistant C4 Attorney
City Secretary
NO M&C REQUIRED
ATTEST: QUALITY SIGNAL CONSTRUCTION,
INC.
By: V_\��'A ���
Corporate Secretary Robert C. Bowman
Vice-President
QUALITY SIGNAL CONSTRUCTION,INC.
FRY.
MAINTENANCE AGREEMENT yv`+�4u44l �QQ �
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