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HomeMy Public PortalAbout014-2017 - Engineering - National Signal Corp - Street Sign InspectionAGREEMENT THIS AGREEMENT made and entered into this day of 2017, and referred to as Contract No. 14-2017 by and between the City of Richmond, Indiana, a mhWicipal corporation acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and National Signal Corporation, 47433 Ryan Road, Shelby Township, Michigan, 48317 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide inspection, testing, and repair of railroad crossing protection equipment for the City of Richmond, Indiana. Requests for Quotes were made in January of 2017. Responses to said request are on file in the office of the Richmond Engineering Department. The response of Contractor to said request, dated January 27, 2017, is attached hereto as "Exhibit A" which response consists of two (2) pages, and is hereby incorporated by reference and made a part of this Agreement. Contractor agrees to abide by the same. Should any provisions, terms, or conditions contained in any of the documents attached hereto as Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions, terms, or conditions of this Agreement, this Agreement shall be controlling. The Contractor shall furnish all labor, material, equipment, and services necessary which are incidental to the proper completion of all work specified. Such service and maintenance performed by Contractor shall meet all applicable standards of professional competence and be done in a timely manner. Additionally, Contractor shall be available to and shall respond within a reasonable time, to any questions city or third parties dealing with the City may have regarding such maintenance and repairs. No performance of services shall commence until the following has been met: 1. The City is in receipt of any required certificates of insurance and/or warranties; 2. The City is in receipt of any required affidavit signed by Contractor in accordance with Indiana Code 22-5-1.7-11(a)(2); and 3. A purchase order has been issued by the Purchasing Department. SECTION II. STATUS OF CONTRACTOR Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the work. SECTION III. COMPENSATION City shall pay Contractor a sum not to exceed the amount of Four Hundred Ninety-nine Dollars and Zero Cents ($499.00) per month for the complete and satisfactory performance of the work required hereunder, as well as the rates for the trouble calls as described in Exhibit A. Contract No. 14-2017 Page I of 5 SECTION IV. TERM OF AGREEMENT This Agreement shall become effective January 1, 2017, and shall continue in effect until December 31, 2017. Notwithstanding the term of this Agreement, either party may terminate this Agreement without cause upon providing thirty (30) days written notice to the other party. In the event of such termination, the City shall be required to make payment for all work performed to date by Contractor, but shall be relieved of all other responsibilities herein. Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for cause, at any time by giving at least five (5) working days written notice specifying the effective date and the reasons for termination which shall include but not be limited to the following: a. failure, for any reason of the Contractor to fulfill in a timely and proper manner its obligations under this Agreement; b. submission by the Contractor to the City of reports that are incorrect or incomplete in any material respect; c. ineffective or improper use of funds provided under this Agreement; d. suspension or termination of the grant funding to the City under which this Agreement is made; or e. unavailability of sufficient funds to make payment on this Agreement. In the event of such termination, the City shall be required to make payment for all work performed prior to the effective date by Contractor, but shall be relieved of any other responsibility herein. This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. SECTION V. INDEMNIFICATION AND INSURANCE Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or property or any other claims which may arise from the Contractor's conduct or performance of this Agreement, either intentionally or negligently; provided, however, that nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set forth below which may arise out of or result from the Contractor's operations under this Agreement, whether such operations by the Contractor or by any sub- contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may be held responsible. Coverage Limits A. Worker's Compensation & Statutory Disability Requirements B. Employer's Liability $100,000 Page 2 of 5 C. Comprehensive General Liability Section 1. Bodily Injury Section 2. Property Damage D. Comprehensive Auto Liability Section 1. Bodily Injury Section 2. Property Damage $1,000,000 each occurrence $2,000,000 aggregate $1,000,000 each occurrence $1,000,000 each person $1,000,000 each occurrence $1,000,000 each occurrence E. Comprehensive Umbrella Liability $1,000,000 each occurrence $2,000,000 each aggregate SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before commencing work under this Agreement, provide the City a certificate of insurance, or a certificate from the industrial board showing that the Contractor has complied with Indiana Code Sections 22-3-2-5, 22-3- 5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore subject to another state's worker's compensation law, Contractor may choose to comply with all provisions of its home state's worker's compensation law and provide the City proof of such compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law. SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages. SECTION VIII. IRAN INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. In the event City determines during the course of this Agreement that this certification is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this Page 3 of 5 certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. SECTION IX. PROHIBITION AGAINST DISCRIMINATION A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting on behalf of Contractor or any sub -contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, religion, color, sex, disability, national origin, or ancestry. B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees: 1. That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of Contractor or any sub -contractor, shall not discriminate by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; 2. That Contractor, any sub -contractor, or any person acting on behalf of Contractor or any sub -contractor shall in no manner discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, religion, color, sex, national origin or ancestry; 3. That there may be deducted from the amount payable to Contractor by the City under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the Agreement; and 4. That this Agreement may be canceled or terminated by the City and all monies due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the Agreement. C. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation shall be considered a material breach of this Agreement. SECTION X. RELEASE OF LIABILITY Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of the same from all liability for negligence which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. SECTION XI. MISCELLANEOUS This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party. It shall be controlled by Indiana law and shall be binding upon the parties, their successors and assigns. It constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. Page 4 of 5 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and suit arising under this Contract, if any, must be filed in said courts. The parties specifically agree that no arbitration or mediation shall be required prior to the commencement of legal proceedings in said Courts. Any person executing this Contract in a representative capacity hereby warrants that he has been duly authorized by his or her principal to execute this Contract. In the event of any breach of this Agreement by Contractor, and in addition to any other damages or remedies, Contractor shall be liable for all costs incurred by City due to the enforcement of this Agreement, including but not limited to City's reasonable attorney's fees, whether or not suit is filed. In the event that an ambiguity or question of intent or a need for interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the day and year first written above, although signatures may be affixed on different dates. "CITY" THE CITY OF RICHMOND, INDIANA by and through its Board of Public Works and Safety B1�aY• Vicki Robinson, President APPROVED: avid M. Snow or Date: 2 3 "CONTRACTOR" NATIONAL SIGNAL CORPORATION 47433 Ryan Road Shelby Township, MI 48317 By: Printed: T S. 914114S a � Title: f1t,rc,�,�,�� Date: o1 - Z) - I? Page 5 of 5 NSC National Signal Corporation January 26, 2017 Mr. Greg Stiens City of Richmond IN. 50 North 51h Street Richmond, Indiana 47374 RE: Price quote for FRA compliance testing for 1 grade crossing. Quote # 1100117 Dear Mr. Stiens: Corporate Headquarters 47433 Ryan Rd. Shelby Twp., MI 48317 Toll Free 1-800468-8644 Fax 1-586-997-9817 www.nationalsignal.com With reference to the above subject and your recent quotation request, we at National Signal Maintenance are pleased to quote the following: Maintenance with Supervision & Record Keeping National Signal will supply 1 maintainer to cover your crossing; also off site supervision to help with trouble shooting or general maintenance questions that may arise. Price includes monthly, Quarterly and Annual testing, record keeping and maintenance when on site. Not included are the four and ten year tests. Trouble calls when not on site will be an additional cost. National Signal will respond to trouble calls within a 24 hour window. It will be the City's responsibility to disable the crossing at the time of failure. Our hourly rate for trouble calls is $76.00 per hour door step to door step plus a truck usage charge of $85.00. National Signal also offers a 24 hour 800 line to report malfunctions. Our office will handle testing schedule and maintainer dispatching. Any material used for maintenance will be in addition to the prices below. National Signal will supply all testing forms needed for this crossing. Cost per month for maintenance and testing. $ 499.00 FOB: Destination TERMS: Net 30 Days 1-1/2% Service charge applied the 15`h of the following month. DELIVERY: 12 - 15 Days ARO EXHIBIT _f�__ PAGE J_OF The attached prices are firm for sixty (60) days and based on the following: Price is based on furnishing labor as indicated above. Price does not include material that may be needed for maintenance. Any contingency item not covered within the scope of this proposal may be negotiated as to price when the need arises. We appreciate this opportunity of quoting on your signal requirements and look forward to being of service. Any Questions concerning this quote should be directed to the number above ext.202. Sincerely, National Signal Maintenance Corp. Joseph S. Banasiak President NATIOIO OP ID- JM1 i4CORO CERTIFICATE OF LIABILITY INSURANCE DATE(MWDDIYYM 01/31/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement a . PRODUCER 248-335-0000 Cranbrook General Underwriters 21 East Long Lake Road #100 Bloomfield Hills, MI 48304 Cranbrook Insurance c T Jenny Manderachia PHONE 248-335-0000 FAX 248435-9850 (AIC, No, Wc, No): enny Gran roo gu.com INSURE 8 AFFORDING COVERAGE NAIC ! INSURER A: Aspen Specialty Insurance Co INSURED National Signal Corporation National Signal Maintenance National Signal Leasing Corp. 47433 Ryan Road INSURER B: Hastings Mutual Insurance Comp 14176 INSURER c : Princeton Excess and Surplus an Accident Fund of Michigan INSURERD: g INSURER E: Shelby Township, MI 48317 INSURER F : rnvoowr_cc CCDTICIt%ATC IW Iuct=R• RFVISIAN NIINRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NER TYPE OF INSURANCE U� POLICY NUMBER POLICY EFF POLICY EXPLTR LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS MADE ] OCCUR Contractual Liab RG0043V18 02/01/2017 02/01/2018 EACH OCCURRENCE $ 1,000,000 DAMAGE TO EMSESRENTED ocagnin = 100,000 X MED EXP oneperson) 5,000 X Railroad PERSONAL 8 ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ❑ jpa LOC OTHER: GENERAL AGGREGATE 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE LIABILITY X ANY AUTO OVVNED SCHEDULED AUTOS ONLY AUTOS X AUTOS ONLY Ix AUTOS ONLY ', ACV-9493241 02/01/2017 02/01/2018 COMBINED SINGLE LIMIT $ 1,000,000 BODILY INJURY Per $ BODILY INJURY Per accident IPe�e�ent AMAGE $ C X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 66A3UB0001065-06 02/01/2017 02/01/2018 EACH OCCURRENCE $ 4,000,000 AGGREGATE 4,000,000 DED I X I RETENTIONS 10,000 $ D YYORKERS COMPENSATION ANO EMPLOYERS' LIABILITY Y / N ANY PROPRIETORIPARTNERIEXECUTIVE ❑ QFFI�Ep/MEMW) EXCLUDED? (NMndaWy In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A WCV 6033833 07/23/2016 07/23/2017 X PER OTH- TAT TE ER E.L. EACH ACCIDENT $ 1'000'0� E.L. DISEASE - EA EMPLOYE 1,000,000 $ E.L. DISEASE - POLICY LIMIT 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remalbs Schedule, may be attached H more space Is required) CITR102 The City of Richmond 50 North 5th Street Richmond, IN 47374 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE /1h.ia- %U ACORD 25 (2016103) 01953-21111115 AGVKD GVKPVKAI IVN. An ngn= reservea. The ACORD name and logo are registered marks of ACORD