HomeMy Public PortalAbout072-2013 - Engineering - Railworks signals and Communications -AGREEMENT
THIS AGREEMENT made and entered into this 16V1 day of , 2013, and referred to as
Contract No. 72-2013 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 RailWorks Signals & Communications, Inc., a Delaware Corporation, 9250 Baymeadows Road,
Suite 200, Jacksonville, Florida, 32256 (hereinafter referred to as the "Contractor").
SECTION 1. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide signal maintenance service for the railroad crossing at
Industrial Parkway in Richmond, Indiana.
The proposed contract of Contractor is attached hereto as Exhibit A, consists of eleven (11) pages,
and is hereby incorporated by reference and made a part of this Agreement.
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. Contractor shall provide service, routine
maintenance, and inspections on the aforementioned crossing signals as outlined in Exhibit A.
Contractor shall provide City with priority maintenance on its crossing signals. If city requests
emergency service, such request shall take priority over all persons or entities that do not have a
service agreement. Contractor shall make every reasonable effort to keep all costs to city at a
minimum. Monthly, Contractor shall provide to City documentation of all tests, inspections, and
repairs performed. Contractor shall perform all such tests, inspections, and repairs in compliance
with the FRA and all other applicable laws.
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.
C—ontract-No-- 72-2013
Page 1 of 6
SECTION I1. 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 Two Hundred Seventy-five Dollars
($275.00) per month as outlined in Exhibit A, for the complete and satisfactory performance of the
work required hereunder. The method by which payment is made shall be in accordance with
Paragraph 9 of Exhibit A.
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective February 25, 2013, and shall continue in effect for three (3)
years from that date.
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 by either the City or the Contractor, in whole or in part, by
riigrtYali Agr-eem-ent-s:ettinrgfortlrthe re-asons-for-such termination, the -effective date, —and -in -the -case of
partial termination, the portion to be terminated.
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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
A. Worker's Compensation &
Disability Requirements
B. Employer's Liability
C. Comprehensive General Liability
Section 1. Bodily Injury
Section 2. Property Damage
D. Comprehensive Auto Liability
Section 1. Bodily Injury
Section 2. Property Damage
Limits
Statutory
$100,000
$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
$1,000,000 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 Iaw and provide the City proof of such
compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law.
Page 3 of 6
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 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,
available to perform the work to which the employment relates;
Page 4 of 6
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 parry. 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 fling with the Agreement a written instrument setting forth such changes
signed by both parties.
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
Agreement, including but not limited to City's reasonable attorney's fees, whether or not suit is filed.
Page 5 of 6
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:
-.. 171iz��
Vicki Robinson, President
MemberBy: A UJJ
"CONTRACTOR"
RAILWORKS SIGNALS &
COMMUNICATIONS, INC.
9250 Baymeadows Road, Suite 200
Jacksonville, FL 32256
By: Q
TSQpk %
Title: V 10 4_&JVL RAdtV6(t1<S
By: 4 Date: 5I.31 120l3
Anthony IrFo , Member
Date:!
APPROVED.
Sarah L. Hutton, Mayor
Page 6 of 6
EXHIBIT A PAGE
SIGNAL SERVICE AGREEMENT
This Signal Service Agreement (the "Agreement") is made as of this 25th day of February, 2013,
by and between The City of Richmond ("Owner"), an Indiana Corporation, and RailWorks
Signals & Communications, Inc. ("Contractor") a Delaware Corporation.
Owner and Contractor are referred to collectively herein as "the Parties". Owner and Contractor
agree as follows:
1. TERM: The term of this Agreement shall be three (3) years from the date of the
Agreement, forth above. The Agreement shall automatically renew for successive
one-year periods unless the Agreement is terminated, as provided herein, or either
party notifies the other party that it does not wish to renew the Agreement 30 days
before the renewal date.
2. SCOPE OF WORK: The Contractor shall perform the work described in this
item of the Agreement and as further detailed in Attachment A, attached hereto
and made a part hereof (the "Work"). Contractor shall perform the Work on
Contractor's own time schedule except as noted otherwise, provided that all other
provisions of this Agreement are met.
(a) This Agreement covers grade crossing warning signals,
electronically or mechanically activated, and all circuitry, appliances
or appurtenances associated therewith which shall collectively be
referred to as "Signals". The "Signals" locations are listed in
Attachment B.
(b) Contractor shall perform all regular inspections of the Signals that are
required by all statutes and regulations issued from all and any body
with the authority to regulate such grade crossing warning signals as
further detailed in Appendix A. Notwithstanding anything contained in
this Section, the Contractor shall only be responsible for the
regulations set forth in Attachment A.
(c) Owner shall determine in its sole, but reasonable discretion, when a
repair constitutes a "signal emergency repair' ("Signal Emergency
Repair") of the purpose of this Agreement.
(d) Contractor shall provide Owner with a means by which they can
contact the Contractor for such signal emergency repairs. Furthermore,
Contractor shall notify Owner of any change in the method of
notifying the Contractor.
(e) Unless instructed otherwise by Owner at the time of a Signal
(10) hours following the initial call.
EXHIBIT --A PAGE 2 OFI(
(f) Contractor shall make all repairs necessary to maintain the signals
without prior approval of, nor consultation with Owner, provided that
such repairs do not exceed the parameters set forth in Attachment A,
including all parts
(g) If the cost of repairs exceeds the amount referenced in f, above,
Contractor shall:
i) Take the highway grade crossing warning system out of
service, and
ii) Notify Owner that such action was taken, and
iii) Prepare a written cost proposal to Owner for repairing
the subject Signals, and
iv) Contractor shall make such repairs upon receiving a
written authorization from Owner.
(h) All new, updated and third party signal warning systems construction
work will be provided by the Contractor for the duration of this
Agreement. The Contractor will serve as the agent for the Owner, as
necessary for the performance of this Agreement for the sole purpose
of obtaining appropriate reimbursement from the state or other third
parties for the Work. Specifically, Contractor will prepare for the
Owner, state, or third parties a detailed estimate before work
commences, if required. Owner will pay directly to the Contractor
the full amount of the signal warning system construction invoices,
after Contractor's work is completed. If the Work is funded in whole
by the state or a third party, Owner shall issue payment to Contractor
within 5 business days of receiving payment for the Work. But in no
event shall payment be made more than 90 days following receipt by
the Owner of an invoice from Contractor. Failure by the Owner to
make payment within 90 days of receipt of an invoice from
Contractor shall constitute a material breach of this Agreement.
3. CONTRACTOR'S FEE: A 5% increase to the monthly service cost for each
year of this Agreement and annually thereafter in the event that this Agreement is
automatically renewed.
4. INSURANCE: The Contractor shall procure and maintain in effect liability
insurance as prescribed by this item.
(a) A General Public Liability and Property Damage Policy provides
coverage of not less than Two Million Dollars ($ 2, 000, 000.00).
Combined single limit per occurrence.
(b)---Radf,owd Pr-ote-ctive--Insurance-is-mt-part-of--this-agreement: I-f desir-cd
Contractor will provide Railroad Protective Insurance at an additional
cost.
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EXHIBIT PAGE `!; OF 1A
(c) Worker's Compensation Insurance as required by each state in which
the Contractor provides service to Owner under this Agreement which
Insurance shall include Employer's Liability Insurance with a limit of
not less than Five Hundred Thousand Dollars ($ 500, 000.00) per
occurrence.
(d) Automobile insurance provides coverage of not less than One Million
Dollars ($ 1, 000, 000.00). Combined single limit per occurrence.
5. WARRANTIES: All workmanship is guaranteed for thirty (30) days. Any
failures that result from the quality of workmanship shall be remedied by the
Contractor at no cost to Owner.
6. INDEMNIFICATION:
(a) Each Party shall defend, indemnify, and hold harmless the other
Parry, its Affiliates and their parents, subsidiaries, affiliated
companies, equity partners, predecessors, successors, lessors, lessees,
agents, consultants, servants, assigns, attorneys, employees, officers,
directors, board members, insurers, sureties, and underwriters
(collectively, the "Indemnified Parties") from and against all claims,
actions, demands, suits, judgments, actions, proceedings, liens, and
other encumbrances, settlements, liability, costs (including, without
limitation, reasonable court costs, experts' fees, and legal fees),
losses, expenses, fines, penalties, and damages, which the
Indemnified Parties may sustain or incur, become responsible for or
pay as a result of death or bodily injury or threat thereof to any
person, destruction of or damage to any property, contamination of or
adverse effect on natural resources or the environment, any violation
of municipal, state, or federal laws, regulations or orders, or any
damages claimed by third parties (collectively "Damages) caused by
the negligence or willful misconduct of the other Party, or violation
of laws or breach of this Agreement by the other Party. The other
Party shall not be obligated to indemnify the Indemnified Parties to
the extent that Damages are caused by an act or omission of the
Indemnified Parties.
(b) Consequential. Damages — Notwithstanding anything to the contrary
contained herein, neither party shall be liable to the other for any lost
profits, loss of anticipated profits, special, punitive, exemplary,
indirect or consequential damages in connection with this Agreement,
whether in an action in contract, tort or other, even if such Party had
notice-afthe_possibility__of _such_damages.
(c) Notwithstanding anything to the contrary contained herein,
Contractor's liability to the Owner shall not exceed the price paid to
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EXHIBITS PAGE LA OF It
Contractor under this Agreement, unless the Owner suffers direct
damages caused by Contractor's willful material breach of the
Agreement or gross negligence.
7. QUALIFICATIONS OF PERSONNEL PERFORMING SIGNAL WORK:
Contractor shall insure that only those persons who are qualified to do so under all
controlling statures and regulations work on Signals.
8. HOURS OF SERVICE: It shall be the sole responsibility of the Contractor to
assure that all of it employees, agents, or subcontractors comply with all statutes
and regulations regarding the number of hours that certain employees may
perform work. Contractor shall indemnify Owner for any fines issued against
Owner for violations of such statutes and regulations by Contractor, its
employees, agents, or subcontractors.
9. BILLING AND PAYMENT OF SERVICES: Contractor shall invoice monthly
for labor and materials provided under this Agreement. The first invoice will be
sent at the beginning of the Project. Payment by Owner will be made within
fifteen (15) days from the date of each invoice. If payment is not received from
Owner within thirty (30) days from the date of the invoice, the Contractor shall
add a late payment charge of 1% to the late balance due.
10. DELAYS: Should Contractor's performance of the Work be delayed by events
beyond its reasonable control, Contractor shall be entitled to an extension of time
commensurate with the length of the delay. Contractor shall notify Owner of the
delay within 10 days from the date of the event giving rise to the delay.
Contractor shall notify the Owner of the cause of the delay, the expected duration
of the delay, and any steps the Contractor is taking to mitigate the impact of the
delay to its Work.
11. TERMINATION FOR OWNER'S CONVENIENCE: Owner may, at its
option, cancel and terminate the Agreement in whole or, from time to time, in part
at any time by written notice thereof to Contractor, whether or not Contractor is in
default. Upon such cancellation and termination, Contractor shall waive any
claims for damages, including loss of anticipated profits, on account thereof, but
as the sole right and remedy of Contractor, Owner shall pay Contractor in
accordance with subparagraph (a) below.
(a)_ Upon any such termination, the Owner will pay to Contractor an
amount determined in accordance with the folfow�ng (Wffiout
duplication of any item):
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EXHIBIT A PAGE 5 OF
i) All amounts due and not previously paid to Contractor for
Work completed in accordance with the Agreement prior
to such notice, and for Work thereafter completed as
specified in such notice; and
ii) The reasonable direct cost of settling and paying claims
arising out of the termination of work under
subcontracts or orders.
(b) The foregoing amounts shall include a reasonable sum, under all of
the circumstances, as profit for all Work satisfactorily performed by
Contractor. Profit shall be ten (10) percent.
12. TERMINATION FOR DEFAULT: Either party has the right to terminate this
Agreement for cause. The non -defaulting party shall issue a written notice of
default to the defaulting party. The party in default shall have 10 business days to
cure the default. If the defaulting party fails to cure the default within 10 business
days, the non -defaulting party may terminate the Agreement for cause upon
written notice of termination.
(a) Owner Termination for Default of Contractor: The Owner may
terminate the Contractor if the Contractor defaults in any of the
following manners:
i) Contractor abandons any or all of the Work to be
performed under the Agreement;
ii) Contractor assigns the Agreement or any part thereof
without the consent of Owner;
iii) Contractor becomes insolvent or unable to meet its
payroll or other current obligations, or Contractor is
adjudicated as bankrupt, has an involuntary petition in
bankruptcy filed against it, makes an assignment for
benefit of creditors, files a petition for an arrangement,
composition or compromise with its creditors under any
applicable laws or have a trustee or other officer
appointed to take charge of its assets; or
iv) Owner determines that (i) the Contractor is not brnely
performing the Work, as contemplated by the terms of
this Agreement; (ii) Contractor is materially violating a
material condition or provision of the Agreement; (iii)
Contractor refuses or fails to perform properly any
Work; or (iv) Contractor is performing under the
Agreemnt in bad faith or not in accordance with the
terms thereof (including, but not limited to, the safety
requiremen a — icabiert6/at-thei-obsite7y
E
EXHIBITS PAGE OF-11-
(b) Upon such termination, Owner shall have the right to complete such
terminated Work by whatever method Owner may reasonably deem
expedient including employing another contractor under such form of
agreement as Owner may reasonably deem advisable. The expense
of completing such Work, will be charged to Contrator, and such
expense will be deducted by Owner out of such monies as may be
due or may at any time thereafter become due to Contractor. In case
such expense exceeds the sum which would have otherwise been
payable under the Agreement, then Contractor shall be liable for and
shall, upon notice from Owner, promptly pay to Owner the amount
of such excess.
13. NOTICE: Written notice shall be sent to the parties at the following addresses:
To Owner: City of Richmond
50 N. 5 h Street
Richmond, Indiana 47374
To Contractor: RailWorks Signals & Communications, Inc.
9250 Baymeadows Road, Suite 200
Jacksonville, Florida 32256
14. Entire Agreement: This Agreement constitutes the entire agreement between the
Parties and no amendment hereto shall be valid unless made in writing and signed
by both Parties. This Agreement is hereby merged with all prior and collateral
representations, promises, and conditions concerning the Owner and the
Contractor.
15. Seycrability: If any portion of this Agreement is found to be invalid, the same
shall not affect the validity of the remainder of this Contract Agreement.
16. Governing Law: This Agreement shall be governed, construed, and enforced in
accordance with the laws of the place where the Project is located, without regard
to choice of law or conflicts or law.
17. Jurisdiction and Venue: In any matter arising from or relating to this
Agreement or the Project, the Parties irrevocably agree to submit to service of
process in, and to the exclusive venue and jurisdiction of the venue and
jurisdiction of the state in which the Project is located.
18. DISPUTE RESOLUTION: The Parties agree that any and all claims and
disputes arising from or relating to this Agreement or the Project shall be subject
to mediation. Mediation shall be a condition precedent to a Vt ration or litigation.
The Parties agree that all claims and disputes arising from or relating to this
EXHIBIT , PAGE OFF
Agreement or the Project shall be subject to arbitration. The American
Arbitration Association ("AAA") shall administer the arbitration. The AAA rules
governing construction disputes, which are in place on the date the arbitration
demand is filed, shall govern the arbitration. The arbitration shall be conducted
by a single arbitrator, who shall be selected by the parties. The arbitration shall
be limited to 5 days. The arbitrator shall not issue a reasoned award, unless both
parties request a reasoned award. Each party shall be responsible for its own fees
and costs.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above
written.
Owner name: City of Richmond
I:
Print name
Title
Witness:
Print name
Contractor: RailWorks Signals & Communications, Inc.
Title: Vice President/General Manager
Print Name: Joseph T. Orlandi
Witness:
By
Print name i h1 'e'r , �
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EXHIBIT A PAGE B OF L T
APPENDIX "A"
MONTHLY FEE AND SERVICES:
Owner shall pay Contractor's Monthly fee in the sum of Two Hundred Seventy Five dollars
($275.00) each for the Signals per month for the following services:
1. Monthly, Quarterly, and Annual test and inspections of all highway grade crossing
warning system, appliances and interlocking plants.
2. Twelve inspections will be performed at each location yearly governed by the following
Federal Railroad Administration (FRA) guidelines:
(A) Monthly inspections and tests per the following FRA rules:
(a) FRA rule 234.249 Ground Tests
(b) FRA rule 234.251 Standby Power
(c) FRA rule 234.254 Flashing light units and lamp voltage
(d) FRA rule 234.255 Gate arm and gate mechanism
(e) FRA rule 234.257 Warning system operation
(f) FRA rule 234.261 Highway traffic signal pre-emption
(B) Quarterly inspections and tests per the following FRA rules:
(a) FRA rule 234.269 Cut — out circuits
(b) FRA rule 234.271 Insulated rail joints, bond wires and track connections
(C) Annual inspections and tests per the following FRA rules:
(a) FRA rule 234.253 Flashing light units and lamp voltage
(b) FRA rule 234.259 Warning time
(c) FRA rule 234.265 Timing relays and timing devices
3. During such inspections and tests, Contractor shall make all repairs and shall replace
storage batteries, bulbs, track wires, and other general maintenance items as required
keeping the Signals in proper working order. All parts and items that require
replacement shall be provided by the Contractor at cost, with mark — up not to exceed
15%.
4. Contractor shall replace as needed to keep the Signals in service or to restore them to
service not to exceed $ 1500.00 per month in material costs, without authorization from
the Owner.
5. If the Contractor must formally take an affected appliance out of service, he shall
communicate this to Owner immediately upon doing so or as soon thereafter as possible.
of $130.00
hourplusexpenses, in addition to the monthly inspection service fee. During these tests
if relay(s) or cable(s) fail inspection and require immediate replacement then the
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EXHIBITA_ PAGE q OF I
Contractor will provide the Owner a cost estimate of these said replacement or repairs in
addition to the monthly signal service.
7. Signal circuit drawings: If new or updated signal circuit drawings will be required to be
performed by the Contractor, then the rate of $ 135.00 per hour plus expenses will be in
addition to the monthly signal inspection services.
8. If new signal inspections are requested by the owner in addition to the locations listed in
Appendix `B" during the duration of this agreement then the Contractor is permitted to
charge the current monthly charge per location for the signal inspection services, in
addition to the monthly signal inspection services.
Owner Initials
Date:
Contractor Initials
Date: I �2G 13
9,e�U 9' Oje,-��
9
LXHIBIT A, PAGE OF II
APPENDIX "B"
1) Industrial Drive, Richmond IN
10
EXHIBIT PAGE It OF_�l
APPENDIX "C"
PROVISIONS FOR SERVICE CALLS AND SCHEDULE RATES:
1. Contractor's rates, as described herein, apply from the time Contractor's personnel leave
for the crossing, until they arrive back at the assigned rest location.
2. Contractor shall seek and obtain Owner's written approval if the price of labor, materials
and equipment required to repair a subject signal exceeds $1500.00.
3. If on any service call Contractor is required to work in excess of eight (8) hours, Owner
will pay the "Overtime Rate" as described below. The Overtime Rate applies to any
work performed Monday thru Friday between 4:00 pm and 7:00 am or on Saturday and
Holidays.
4. A Service Call is defined as a request by Owner for Contractor to dispatch an employee
or perform services in less than ten (10) hours from the time when Owner first place the
Service Call. This Call is outside the schedule monthly inspection. Owner shall pay at
the "Service Call" rate described below plus miles rates establish by the IRS.
5. If Contractor is required to work on Sunday or a Federal or State holiday in the location
where the work is being performed, the Owner shall pay at the "Holiday Rate" as
described below.
6. Service Call and Holiday rates:
a. Service Call rates - $75.00 per hour per person.
b. Overtime Rates (M-F after 4:00 pm and Saturday) - $95.00 per hour per person.
c. Holiday Rates (includes Sunday) - $125.00 per hour per person.
Owner Initials
Date
Contractor Initials —
Date
� 3/L2G/.
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