HomeMy Public PortalAbout012-2018 - Engineering - National Signal Corp - Railroad Crossing InspectionsAGREEMENT
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THIS AGREEMENT made and entered into this 1? day of � XlWal^� , 2018, and referred to as
Contract No. 12-2018 by and between the City of Richmond, Indiana, a municipal 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.
Contractor's quote, dated January 8, 2018, 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. 12-2018
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SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective January 1, 2018, and shall continue in effect until December 31,
2018.
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
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B. Employer's Liability $100,000
C
FE
Comprehensive General Liability
Section 1. Bodily Injury
Section 2. Property Damage
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-I1 (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
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pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this
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.
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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
By: t�GV
Vicki Robinson, President
By:
Richard Foore, Member
"CONTRACTOR"
NATIONAL SIGNAL CORPORATION
47433 Ryan Road
Shelby Township, MI 48317
By:
Printed: -C.t &,-y i .4
Title:s=Si
APPRO Date: Ao/8-
T�Davi , Ma . r
Date:
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National Signal Corporation
January 08, 2018
Mr. Greg Stiens
City of Richmond IN.
50 North 51' Street
Richmond, Indiana 47374
RE: Price quote for FRA compliance testing for I grade crossing.
Quote # 1040118
Dear Mr. Stiens:
Corporate Headquarters
47433 Ryan Rd.
Shelby Twp., MI 48317
Toll Free 1-800-468-8644
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"' of the following month.
DELIVERY: 12 - 15 Days ARO
EXHIBIT PAGE I OF
The attached prices are firm for sixty (60) days and based on the following:
1. Price is based on furnishing labor as indicated above.
2. Price does not include material that may be needed for maintenance.
3. Any contingency i� 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
EXHIBIT f4'- PAGE Z OF -2-
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