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LETTER AGREEMENT FOR PREEMPTION REVIEW
OF INTERCONNECTED CROSSINGS
THIS LETTER AGREEMENT FOR PROFESSIONAL SERVICES, effective on March
1, 2017, (the "Effective Date"), is by and between the City of Fort Woi-th, Texas, a home rule
municipal corporation organized under the laws of the State of Texas ("City"), acting by and
through Jay Chapa, its duly authorized Assistant City Manager and CTC, Inc., a corporation,
acting by and through Mike Cunningham, its duly authorized representative ("Contractor")
(collectively refei�ed to as the "Parties").
In consideration of the mutual promises and performances set forth below, and other good
and valuable consideration, the sufficiency and receipt of which the parties acknowledge, the
parties agree as follows:
1. Ter�n. This Agreement shall be for a term of three (3) inonths and shall commence on March
1, 2017, and end on May 31, 2017, unless terminated by either party in accordance with this
Agreement.
2. Scope. CTC, Inc. scope of services will consist of the following work tasks for the crossing:
Provide Preemption Specialist for three days to assist City staff in the inspection and testing
of 20 existing preempted crossings; 2. Provide assistance and training in completing field
ineasurements and data collection for City staff to complete the TxDOT Preemption Forms
for each location to determine if additional preemption time is required; 3. Identify other
improvements needed at each location. (Example: battery back-up, signs, etc.)
3. Costs for Training Services.
Costs shall not exceed Three Thousand Dollars ($3,000.00), in accordance with Exhibit A,
Proposal Letter. Any additional amount in excess of the aforementioned fee for this project
must be authorized by the City in writing. Billing will be within one invoice once site visits
are completed.
4. Termination.
The City or Contractor may terminate the Agreeinent upon ten (10) days written notice to the
other party with or without cause.
5. Indemnification.
CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY
THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
Letter Agreement with CTC, Inc.
Page 1 of 7
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cr� sec�ra�r
FT. INORTN, TX
MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
CONTRACTOR AGREES TO DEFEND, INDEIYINIFY, AND HOLD THE CITY, ITS
OFFICERS, A GENTS, SER VANTS, AND EMPLOYEES HARMLESS A GAINST ANY
AND ALL CLAIMS, LA WS UITS, A CTIONS, COSTS, AND EXPENSES OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTYDAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH)
THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (I)
CONTRACTOR'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
A GREEMENT OR (II) ANY NEGLIGENT A CT OR OMISSION OR INTENTIONAL
MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, ASSOCIATES,
EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), OR SUBCONTRACTORS
RELA TED TO THE PERFORMANCE OF THIS A GREEMENT; EXCEPT THAT THE
INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY
LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS
OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, AND IN THE
EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH CONTRACTOR
AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED
COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS. NOTHING HEREIN SHALL BE CONSTR UED AS A WAIVER OF THE
CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS
OF TEXAS.
6. Miscellaneous.
a. Assignment. This Agreement does not constitute either party as the agent or legal
representative of the other for any purpose whatsoever. The parties are not granted any
express or implied right or authority to assuine or create any obligation or responsibility
on behalf of the other or to bind the other in any manner whatsoever. The Parties shall
not assign this Agreement without the prior written consent of the other.
b. Authoritv. Each party covenants with the other that it has full power and authority to
enter into and perform its obligations under this Agreement and the persons executing
this Agreement on their behalf are duly authorized to do so by all requisite action.
c. Binding. This Agreement shall be binding upon the parties hereto, their respective
successors and assigns.
d. Notice. All notices, requests, demands, and other communications that are required or
permitted to be given under this Agreement shall be in writing and shall be deemed to
have been duly given upon the delivery or receipt thereof, as the case may be, if
delivered personally or sent by registered or certified mail, return receipt requested,
postage prepaid, as follows:
Letter Agreement with CTC, Inc.
Page 2 of 7
City of Fort Worth/City: Jay Chapa, Assistant City Manager
1000 Throckmorton Street
Fort Worth, Texas 76102
Copies to: City Attorney's Office
1000 Throckmorton Street
Fort Worth, Texas 76102
To Contractar: Kurt Anderson, Senior Vice President
CTC, Inc.
9601 Camp Bowie West
Fort Worth, Texas 76116
e. Amendments. The parties expressly reserve the right to modify this Agreement, from
time-to-time, by mutual agreement. No modification or amendment of the provisions
of this Agreement shall be effective unless in writing and signed by authorized
representatives of the Parties.
f. Invalidity of Particular Provisions. Should any term, provision, condition, or other
portion of this Agreement or the application thereof be held to be inoperative, invalid,
or unenfarceable, the remainder of this Agreement or the application of the term or
provision to persons or circumstances other than those to which it is held invalid or
unenforceable shall not be affected thereby and shall continue in full force and effect.
g. No Waiver. No waiver of full performance by any party shall be construed, or
operate, as a waiver of any subsequent default or breach of any of the terms,
covenants, or conditions of this Agreement.
h. Entire A�reement. This written instrument constitutes the entire agreement by the
parties hereto concerning the work and services to be performed hereunder, and any
prior or contemporaneous, oral or written agreement, which purports to vary from the
terms hereof shall be void.
i. Venue and Jurisdiction. Should any action, whether real or asserted, at law or in
equity, arise out of the execution, performance, attempted performance of this
Agreement, venue for said action shall lie in Tarrant County, Texas. This Agreement
shail be governed by the laws of the State of Texas.
j. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired.
Letter Agreement with CTC, Inc.
Page 3 of 7
k. Headings not Controllin�. Headings and titles used in this Agreement are for
reference purposes only and shall not be deeined a part of this Agreement.
1. Public Information Act. Contractor understands and agrees that the City is a public
entity under the laws of the State of Texas, and as such, is subject to various public
information laws and regulations, including, but not limited to, the Texas Public
Information Act, Chapter 552 of the Texas Government Code (the "Act"). Contractor
acknowledges that, under the Act, the following information is subject to disclosure: 1) all
documents and data held by the City, including information obtained from the Contractor,
and 2) information held by the Contractor for or on behalf of City that relates to the
transaction of City's business and to which City has a right of access.
m. Right to Audit. Contractor agrees that the City shall, until the expiration of three (3)
years after this Agreement, have access to and the right to examine at reasonable times
any directly pertinent books, documents, papers and records of the Contractor involving
transactions relating to this Agreement at no additional cost to the City. Contractor
agrees that the City shall have access during normal working hours to all necessary
Contractor facilities and shall be provided adequate and appropriate work space in order
to conduct audits in compliance with the provisions of this section. The City shall give
Contractor not less than 10 days written notice of any intended audits.
n. Insurance.
A. The Contractor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
B. General Insurance Requirements:
1. All applicable policies shall name the City of Fort Worth as an additional
insured thereon, as its interests may appear. The term City of Fort Worth shall
include its employees, officers, officials, agents, and volunteers in respect to
this Agreement.
2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits
of coverage shall be provided to the City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to
the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas
76102, with copies to the City Attorney at the same address.
4. The insurers for all policies must be licensed and/or approved to do business
in the State of Texas. All insurers must have a minimum rating of A- VII in
the current A.M. Best Key Rating Guide, or have reasonably equivalent
financial strength and solvency to the satisfaction of Risk Management. If the
rating is below that required, written approval of Risk Management is
required.
5. Any failure on the part of the Contractor to request required insurance
Letter Agreement with CTC, Inc.
Page 4 of 7
documentation shall not constitute a waiver of the insurance requirement.
6. Certificates of Insurance evidencing that the Contractor has obtained all
required insurance shall be delivered to and approved by the City's Risk
Management Division prior to execution of this Agreement. A copy of the
policy and certificates is also attached hereto as Exhibit C and incorporated
herein by reference.
Letter Agreement with CTC, Inc.
Page 5 of 7
Duly executed by each party's designated representative to be effective on the date subscribed by
the City's designated Assistant City Manager.
CITY OF FORT WORTH:
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by: Jay Chapa
Assistant City Manager
Date: � �'�l �
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.
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Name of Employee
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Approved as to Form and Legality:
�-'Fre��a �U1,1�� (�I�C�
Assistant City Attorney
NO M&C REQUIRED
Letter Agreement with CTC, Inc.
Page 6 of 7
CONSULTANT:
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by: rt nderson
Senior Vice President
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Proposal
Letter Agreement with CTC, Inc.
Page 7 of 7
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August 30, 2016
Ali Mozcfbar, P.E.
Signaf Operations Manager
City of Fart Worth
5001 James Avenue
Fort Worth, TX 76�.15
RE: Proposaf for Preemption fieview of lnterconnected Crossings
Dear Mr. Mozdbar:
C7C, Inc. is p[eased to submit this proposal to provide assistance in inspection of existing railroad
preemp#ed crossings throughout the City of Fart Worth, TX.
Scope of Services
Our proposed scope af services will consist of the fol(owing work tasks far the crossing:
1. Provide Preemption Specialist for three days to assist City staff in the inspection and testing of 20
existing preempted crossings.
2. Provide assistance and training in completing field measurements and data callectian for City staff ta
complete the TxDOT Preemption Forms for each location to ctetermine if additional preemption time
is required.
3. Identify other im�rovements needed at each location. {Example: battery back-up, signs, etc.j
�ee for Services
We propose ta �omplete these services for a lump sum fee of $3,000. Any additional amount in excess of
the estimated f�e for this project must be authorized by you, the clieni. Billing wiN be ane invaice once
site visits are completed. if #his propasal is acceptable, please provide a purchase order number in order
for us to begin aur review.
We appreciate the opportunity ta provide this proposal. if you have any questions or need additiona)
information, please da nat hesitate to cail me at (8S7j 886-8247.
Sincerely,
Tim Oster, Project Manager
CTC, Inc.
www.ctcinc.com