HomeMy WebLinkAboutContract 389011400
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 Railroad Signal International, LLC (RSI), a licensed Oklahoma corporation,
having its principal office at 15110 East Pine Street, Tulsa, OK 74116, 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`" 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
11 Contractor agrees to maintain the at -grade crossings at Museum Way and W.7`�'
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
aligmnent, 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, s4rds and Instruction governing the installation, inspection,
irnaintcnance, and repair of signal and train control systems, devices, and appliances.
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FT. WORTH, TX
These requirements shall include tests on cables and relays. All cables and relays that rail
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 Tulsa, OK, 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 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.
RAILROAD MAWTENANCE AGREEMEN"f
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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 end monthly billing statements, as formulated below, to the City
on the 1 st 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 $625 per month
FWWR & W 7th Street $625 per month
Quiet Zone Device Maintenance
FWWR &Museum Way
FWWR & W 7th Street
TOTAL/MONTH
3.
Insurance Requirements
$225 per month
$225 per month
$1, 700
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
RAILROAD MAINTF,NANCE AGREEMENT
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$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 Liaty Insurance provng 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, e>nployees 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.
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.
RAILROAD MAINTENANCE AGREL'ML'NT
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f. Deductible limits, or self -funded retention limits, on each policy must not
exceed $ l 0,000.00 per occurrence unless otherwise approved by the City.
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 self4unded 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, Conh-actor 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
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4.
Ternunation
4.1 This Agreement maybe Lem, hated by Contractor upon thirty -days written notice
to the City for any of the following:
(a) CitWY bankruptcy, insolvency, or assigmnent for the benefit of creditors;
(b) City's failure to pay any amounts owed Conriactor 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 aln•ees to, and by these presents does hereby, fully
indeinnify, hold harmless and defend the City, its officers, agents and employees fiom 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 fi•oin 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, even if'such injuries, death, or damages are caused, in whole or in part, by
the allezed ueglizence 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 for
the services to be rendered by Contractor hereunder. This Agreement shall renew for two
additional one year periods.
RAILROAD MAIN'PENANC'E AGREEMENT
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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
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 VnitedStates 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.wiles@,,fortworth og v.org
Telephone 817-392-7978
Facsi vile 817-392-2433
If to Contractor
Ms•. Eddie Bu>-�is, President
Railroad Signal International (RSI)
15110 East Pine Street
Tulsa, OK 74116
nhoaiilandnaxailroadsianalinc. com
Telephone 918 234-1522
Facsimile 918-234-1529
RAILROAD MAINTENANCE AGREEMENT
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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.
In witness hereof, the following parties hereto have executed this Agreement on
17th of July, 2009.
Approval Recommended:
William erkest irector
Transportation and Public Works
ATTEST:
City Secretary
ATTEST:
Corporate Secretary
City of Fort Worth
Fernando Costa
Assistant City Manager
Approved as to Fonn and Legality:
Amy Rams�'y '
Assistant City Attorney
Railroad Signal International, LLC:
Eddie Burns, President
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
RAILROAD MAINTENANCE AGREEMENT
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