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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. Page 2 of 6 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. 2 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 3 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): 12 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 , � 7 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 8 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/. J 11