HomeMy WebLinkAboutContract 44661 cffy S r ARY
rMCRET
CONMCT NO*
Mal"riten.ance Agreement for Railroad Cruse in2s
This Maintenance Agreement (Agreement"), effective as of 'the last date
tyll ,subscribed by a signatory, is made by and between the City of Fort Worth a
Texas home-rule municipal corporation, having its principal office at 100101
Thr,ockmorton, 1A ort Worth, Texas, and CTC, Inc., a licensed Texas corporation, having
its principal office at 6100 Southwest 13101.1levard, Suite 500, Fort Worth, Texas, with
reference to the following facts:
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. 7"' Crossing, install
and maintain warning signal devices, and, at both crossings, install and
maintain "quiet zones" as that to is defined and regulated by Federal
Railroad Administration.
B. To fullfill its maintenance obligations Linder 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 Pr "ded by Contractor
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1.1 Contractor agrees to maintain the at-grade crossings at Museum Way and W.7 th
H grade crossing warning y -zone
Street, including highway-rail s stems and quiet
equipment as follows-,
Crossing signals - all testing, cleaning, painting, replacernent of
reflectoirs, and lenses, signals, lamp, replacement, bonding, p ritnary
'P attery replacer rent, 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 11, 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 atthirty-day intervals, and shall Include all tests and inspections
as required by 49 CFR Chapter 11., part 234 G grade-crossing signal-systern safety and
Part 236, Rules, Standards and Instruction governing the installation, inspection,
maintenance, and repair of signal and train control systems, devices, and appliances.
OFFICIAL RECORD:
CFW-CTC,Inc.RR Crossing Maintenance Agreement CjvrY SECRETARY Page I of'8
FT WORTHo TX
RECEIVED Itll, w
These requirements shall include tests on cables and relays. All cables and relays that fall
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 xcee 5 , i
and if the condition of the crossing warning signal system presents
eds $ 00
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 CF R Chapter 11, 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 ng system is functioning property.
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, ,,
orth I ,,FX, with a copy of all reports forwarded to the City,
with the monthly invoices.
Ices.
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.
MoRth,ly Service Clear us Main tenance Materials and Su Macao 13*11ing
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 MAINTENANCE AGREEMENT
Page 2 of 8
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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"Ux.
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 3 O 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 Ist bus,iness day of'each month for services provided during the previous month,
commencing with the Ist day of the first month fol,lowing the execution of this
Agreement. The City shall pay such monthly bills in full within 3:0 days from the date
the invoice and monthly FR A 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, 5 0 per month
FWWR& W 7th Street $1.0000 per month
TOT .I $2,250,
3.
Insurance Rea uirements
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 Empiloyer's, Liability Insurance of not
less,than $5010,000 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,,O00 per occurrence for bodily injury and property damage
and $2,000,,01010 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 $2,010,01,000 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
subicontra,ctor(s)to cover their operations.
RAILROAD MAfNTENANCE AGREEMENT
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(d) Contractors' 'Protective Liability Insurance providing limits to be not less
than $2,0010,000 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 $2,0010,000, 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 tinder 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 fiallure 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 acceptabile in the event of non-
payment of premium.
e. Insurers Must be authorized to do business: in the State cif'"rexas and have a
current A.M. Best rating of A.- VIII or an equivalent measure of financial strength
and solvency.
f. Deductible limits, or sell unded retention limits, on each pollicy must not
exceed $10,000.010,per occurrence unless otherwise approved by the City.
9. Other than work i
er's compensation insurance, and n lieu of traditional
insurance, the City may consider, alternative coverage or risk treatment measures
RA11ROAD MAINTENANCE AGREEMENT
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through 'insurance pools, or risk retention groups. The City must approve in
writing any altemative 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.
1. City shall not be responsible for the direct payment of'insurance , remiuni
p
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 o.f
insurance required herein.
M. on 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 Reguirements
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
r 'Iroad's insurance requirements.
al
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 fo�r fifteen days after the date the payment
was due.
RAILROAD MAINTENANCE AGREEMENT
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4.2 This Agreement may be ten-ninated by the City upon thirty-days written notice, to
Contractor if Contractor falls to perform reasonably satisfactorily under the terms and
conditions, of this Agreement, and City has given Contract r written notice itemizing the
defects, or deficlencies of Contractor 's performance and has given Contractor 45 days, in
which to cure the defects,or deficiencies.
4.3 ]"his 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 CITYI 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 CONTRACTORSI
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 MISCONDUC T OF SAID CONTRACTOR, ITS CONTRACTORS,
SU]13-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
negliffigent or to have cam fitted malfeasance.
61.
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 Drua Test-ina. 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 MAVNTENANCE AGREEMENT
Page 6 of 8
heirs., No party, however, may assign this Agreement, or any portion thereof, to any
thout the prior written consent, not to be unreasonably withheld, of the other
person wi I I
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
fitted Linder this Agreement. For non-emergency notice,
perml I a notice shall be deemed
given or sent when deposited, as certified mail or for overnight delivery, postage and fees,
prepaid, I n the, ited States mails- when delivered to an overnight delivery carrier,
united
charges prepaid or charged to the sender's account; when personally delivered to the
recipient; when transmitted electronicall y 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 deliver y 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.li,nan� rtworthtexas.gov
Telephone 817-392-17861
Flacsimi,le 817-3912-2533
If to,Contractor,
Mr. Kurt Anderson
CT'C, Inc.
6100 Southwest Blvd., Suite 500
Fort Worth, Texas 76109
kanderson(�,�ctcinc.coin
Telephone, 817-886-82 10
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,
promilse, agreement, inducement or representation, whether oral or written, shall be of
any further, force or effect unless expressly set forth herein. All arties acknowledge and
p I
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 AGKEENIEN"l'
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 po�rti o�ns of
this Agreement shall remain in full force and effect.
1n witness hereof
the parties hereto have execu,t d this Agreement.
CTC,Inc.: CI*ty of Fort Worth
Kur/Xndtrson Fernando Costa
Vice President& General Manager Assistant City Manager
'07
Date: � Date:
Ap gal R commend d.
PFQII' V
UCA
Douglas&V. Wiersig, Director
Transportation and Public Works
ATTES1 Approved as to Form and Legality.
C
Corporate Secretary uglas W. B4ask,
Assistant City Attorricy
N
"�O�N U' 44�"
A TE
F
;r f k
ary/i Kayser
,ity Secretary A
1000 00
OFFICIAL RECORD
Fj
RAILROAD MAINTENANCE AGREEMENT CITY SECRETARY
Page 8 of 8 1
WORTH,TX