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HomeMy WebLinkAboutRes 2020-04-702 Relocation and Appearance Restoration AgreementCITY OF ANNA, TEXAS RESOLUTION NO. cq&QV't ` A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A RELOCATION AND APPEARANCE RESTORATION AGREEMENT WITH READER INDUSTRIES, INC. TO ACQUIRE A NO. 201 1906 ALCO LOCOMOTIVE. WHEREAS, The City Council authorized the City Manager to advertise for bids on a 1906 ALCO locomotive; and, WHEREAS, a bid was received from Reader Industries; and, WHEREAS, the bid was reviewed by the Anna staff; and, WHEREAS, there are funds available for purchase and refurbish of the 1906 ALCO locomotive in the Parks Development Fund; and, WHEREAS, the City Council desires to authorize the Relocation and Appearance Restoration Agreement with Reader Industries, Inc. to acquire a No. 201 1906 ALCO locomotive. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Authorization of Contract Award. The City Council hereby authorizes the City Manager to execute the Relocation and Appearance Restoration Agreement with Reader Industries, Inc. to Acquire a No. 201 1906 ALCO locomotive. The City Manager is hereby authorized to execute all documents and to take all other actions necessary to procure the locomotive. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 14tH day of April 2020. ATTEST: City Secretary Ca Lan APPROVED: IIJ • dor' /'rb/etilltlltll�\�\���` at Pike Relocation and Appearance Restoration Agreement This Relocation and Appearance Restoration Agreement ("Agreement") is made this day between Reader Industries, Inc., an Arkansas business corporation ("Provider") and the City of Anna, Texas, an incorporated municipality of the State of Texas ("Client"). 1. Purpose. Under this Agreement, Client shall acquire full and sole ownership and possession of Steam Locomotive No. 201 a 1906 ALCO, M- 0 wheel arrangement ("No. 201"), which— before delivery to Client—was located at Eureka Springs and North Arkansas Railroad in the City of Eureka Springs, Arkansas, Further, Client is herewith entering into this Agreement for Provider to dismantle, load, and transport No. 201 to Provider's facilities in Reader, Arkansas and there restore No. 201's appearance ("Restoration"). After No. 201 undergoes Restoration, it will again be dismantled by Provider to the extent necessary and convenient for transport to Client's display site in Anna, Texas, and Provider shall there install and reassemble No. 201 on track work provided by Client. A Scope of Work is attached as Exhibit "A". 2. Restoration. The work to be performed on No. 201 by Provider is set forth in the attached Exhibit "A". The work to be performed by Provider may be changed by mutual agreement for changes proposed by either party to this Agreement; provided, however, that any such agreement shall be set forth in a written change order and executed by a duly authorized representative of Provider and Client ("Change Orders"), Work will begin within 45 days of signing of this Agreement by both parties weather permitting. An approximate schedule and timeline is attached as Exhibit "C". 3. Cost of Locomotive/Services. The cost to Client for free and clear title to and exclusive ownership of No. 201 and Lite Restoration and transportation services will be $348,360 (the "Purchase Price"), which includes transportation costs but excludes crane services The Purchase Price will be reduced by the cost of crane services paid by Client. The cost of Restoration may increase or decrease as a result of Change Orders in the Scope of Work in Exhibit "A" mutually agreed to in writing by the parties. Notwithstanding any provision of this Agreement or any exhibit including Exhibit "B", the Purchase Price shall be paid to the Provider by the Client upon delivery of No. 201 to Client's display site in Anna, Texas and after inspection of No. 201 by the Client to ensure compliance with this Agreement. 4. Transportation. Provider will make arrangements for and pay for all transportation of No. 201 and any parts from Eureka Springs, AR to Reader, AR and then from Reader, AR to Anna, TX and delivery to Client's location, all of which is included in the Purchase Price. 5. Display Track. Client will provide adequate display track so located at Client's delivery point such that the track work and roadbed will support the weight of No. 201 and give adequate clearance for transportation equipment to be unloaded at Client's delivery point. The unloading of the equipment and reassembly of No. 201 may require the use of heavy lifting cranes requiring adequate clearance for operation at the unloading site. Prior to construction of track work Client will mark out proposed area /site and Provider and Provider's contactors will inspect and the Parties shall agree to a Change Order if necessary due to additional cost to Provider. 6. Risk of Loss and Insurance. During the process set forth in Exhibit "A" Provider will secure policies of insurance as set forth herein. Risk of Loss will remain with the Provider until delivery hereunder. Provider or its contractors) shall acquire and maintain, during the period of time when any of work under this Agreement is being performed or is under construction (and until the full and final completion of said work: (a) workers compensation insurance in the amount required by law; and (b) commercial general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under any indemnification provisions of this Agreement, with limits of liability for bodily injury, death and property damage of not less than $1,000,000.00. Such insurance shall also Relocation and Appearance Restoration Agreement Page 1 cover any and all claims which might arise out of this Agreement or any subcontracts, whether by Provider, a contractor, subcontractor, material man, or otherwise. Coverage must be on a per occurrence" basis. All such insurance shall: (i) be issued by a carrier which is rated "A-1" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas and State of Arkansas ; and (ii) name the Client as an additional insured and contain a waiver of subrogation endorsement in favor of the Client. Upon request, Provider shall provide to the Client certificates of insurance evidencing such insurance coverage together with the declaration of such policies, along with the endorsement naming the Client as an additional insured. Each such policy shall provide that, at least 30 days prior to the cancellation, non- renewal or modification of the same, the Client shall receive written notice of such cancellation, non -renewal or modification. 7. Warranties. Provider warrants to Client that all work performed will be done in a workman like and professional manner and that materials meet or exceed requirements set forth in the attached Exhibit "D", materials and specifications. No warranties are made on any existing equipment, the warranties of Provider are limited to workmanship and materials used in Restoration and are limited to items having a material effect on the appearance of No. 201. The warranties of Provider regarding workmanship and material will expire 12 months after delivery and reassembly of No. 201. PROVIDER MAKES NO OTHER WARRANTIES WHATSOEVER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS AND MERCHANTABILITY. 8. Passage of Title. Client shall receive title to No. 201 upon completion of the Restoration and delivery of No. 201 to client in accordance with this Agreement and full payment of the amounts due from Client under this Agreement. 9. Remedies. If after delivery and reassembly of No. 201 Client determines that Provider has breached a warranty, Client will give notice to Provider detag with specificity the nature of the breach and Provider will either remedy the breach or notify Client that the warranty is not breached. If Provider notifies Client that the warranty is not breached Client may pursue any remedies at law or in equity. Provider has thirty (30) days to remedy or provide protest or denial of breach. 10. Inspections. Except as provided for in Exhibit Client shall have the right to inspect the No. 201 while work is in progress by notifying Provider at least four days prior to the inspection. 11. Notices. All notices permitted or required hereunder shall be deemed to have been given if placed in the U.S. mail, postage prepaid, for Certified Mail delivery, and addressed: If to Client: City of Anna c/o City Manager 111 N. Powell Pkwy, Anna, TX 75409 If to Provider: Reader Industries, Inc. 537 Hwy 368 Prescott, AR 71857 12. Breach. If either party breaches this Agreement the other party will have the right to assert remedies available to that party at law or in equity. 13. Indemnification. INDEMNIFICATION AND HOLD HARMLESS. THE PROVIDER, INCLUDING ITS Relocation and Appearance Restoration Agreement Page 2 RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CLIENT AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ALL THIRD -PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS (TOGETHER, "CLAIMS") AGAINST THE CLIENT, WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES, RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS, ARISING OUT OF THE NEGLIGENCE, GROSS NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF PROVIDER, INCLUDING WITHOUT LIMITATION THE NEGLIGENCE, GROSS NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF ITS RESPECTIVE EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, AND AGENTS, IN CONNECTION WITH OR IN ANY MANNER RELATING TO THE RESTORATION, TRANSPORTATION AND INSTALLATION REQUIRED OR PERMITTED UNDER THIS AGREEMENT. 14 Control of the Work. At no time shall the Client have any control over or charge of the Provider's design, restoration, installation or transportation of No. 201 or any related work. Provider shall at all times maintain sole and exclusive control over its personnel and operations. Provider shall have sole control, supervision and direction of the means, methods, sequences, procedures, and techniques utilized to undertake, perform and complete its design, restoration, installation or transportation of No. 201 and any related work. The Provider shall at all times provide its own materials and employees and shall not employ or utilize any subcontractor to perform or assist with its provision of the services. 15. Tax Exemption. The Client is atax-exempt entity and it is anticipated that there shall be no sales tax applicable to the transactions set forth in this Agreement. The parties agree to cooperate to furnish evidence of the Client's tax-exempt status to any taxing authority that may seek to impose or collect sales tax in connection with this Agreement. The parties agree to promptly notify each other in writing of any attempt by any taxing authority to impose or collect such tax. 16. Miscellaneous. This Agreement will be governed by Texas law without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than the state of Texas. The parties agree that all actions or proceedings arising out of or from or related to this Agreement will be litigated only in a court of competent jurisdiction in Collin County, Texas. Each party consents and submits to the jurisdiction of such court and waives any rights it may have to transfer or change the venue of any such litigation. The terms of this Agreement will bind and benefit the parties and their successors in interest. Neither party will have the right to assign this Agreement without the written consent of the other party. Any failure by a party to insist upon strict performance by the other party of any material provision of this Agreement shall not be deemed a waiver thereof, and the party shall have the right at any time thereafter to insist upon strict performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except by writing signed by the party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any party of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. This Agreement embodies the entire Agreement between the parties and cannot be varied or terminated except as set forth in this Agreement, or by written agreement of the Client and Provider expressly amending the terms of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 17. Assignment. Provider may assign the rights to the proceeds from this Agreement to a lender to secure financing. [Remainder of page intentionally left blank. Signatures follow.] Relocation and Appearance Restoration Agreement Page 3 DATED: March 24, 2020. Client: City of Anna, By: Ji Pro E Manager Provider: Reader Industries, Inc. By: Richard Grigsby, its President Relocation and Appearance Restoration Agreement Page 4 Exhibit "A" Project Scope of Work Summary Locomotive and Tender Preparation and Loadout Note: Certain obstructions exist on the route out of Eureka Springs that require the locomotive to be dismantled for transport. 1. Locomotive dismantled for loading and transport 2. Crane required for lifting and loading boiler. 3. Lower portion of locomotive (frame and running gear) and tender to be loaded on RGN lowboy trailers to facilitate loading and unloading. Transportation to Reader— Distance 291 miles approximately 1. Special equipment loads -3 2. Flatbed loads —1 3. Permit loads — 3 4. Total loads — 4 Unloading and Switching to Reader Shop 1. Crane required for unloading boiler 2. Frame and running gear together with tender unloaded and rejoined for switching to shop. Boiler maybe set back on running gear or carried on separate car. Principle Appearance Restoration Work at Reader Shop Note: Very tew if any auxiliary equipment accompanied the locomotive when first acquired and most if nOL all has been replaced at present. In restoring the appearance of the locomotive and tender the auxiliary equipment missing or not consistent with steam era practice may be replaced with nonfunctioning fabricated parts representative of the original auxiliaries or currently available stock items (valves, fittings and gauges). A. Boiler, Jacket, Smokebox and Frame and Running Gear to Boiler Fastenings 1. Boiler will be cleaned and painted after old jacket removed in order to reduce rust forming stain to other parts. Spacer material may be attached to boiler to support new jacket. 2. The old jacket will be replaced with new paint grip galvanized paintable sheet metal to cover the boiler from top to just below the level of the running boards with old dome covers to be reused. 3. Any completely deteriorated portion of the Smokebox will be replaced with like thickness of steeI with a secondary flange added to facilitate joining smol<ebox to saddle. Any non- appearance parts may be deleted to facilitate the work. 4. A matching flange will be added to cylinder saddle for joining to smokebox. Other flex braces between boiler and frame may be fitted with bolted splice bars to facilitate reassembly. 5. Interim Inspection B. Frame and Running Gear 1. Disassemble as may be necessary and practical for cleaning and painting. 2. Clean, paint and reassemble C. Cab, Running Boards, Grab Irons and Handrails 1. Cab floor may be separated from running boards and may be reinforced with steel plate subfloor. 2. Running boards to be replaced with steel walk plate not exceeding 1/8" nominal thickness. 3. Handrails and grab irons to be repaired if necessary cleaned and painted. D. Piping, Auxiliary Equipment, Brake Valves, Gauges and Cab Lighting (see note at first) 1. All cab equipment, piping, auxiliary equipment, vales and gauges will be provided to be in appearance as close to steam era as practical. 2. Replacement bell to be brass steam locomotive bell. Whistle maybe of steel or iron, functional and appropriate to era. 3. Cab electrical fixtures if required will be for appearance only E. Tender Tank, Frame, Deck, Running Gear 1. Sides of tender tank repaired to original appearance. No oil tank will accompany tender. 2. Any rotted wood replaced with standard sized pressure treated pine lumber. Multiple layers may be employed if dimensions not readily available. 3. All exterior surfaces to be cleaned and painted. 4. Hoses will be renewed with readily available replacements of similar appearance. F. Fitting of Boiler to Running Gear and Frame 1. Crane would be required to lift and position boiler for fitting to frame and running gear. 2. Cab fitted to boiler in this same process. 3. Any required adjustments made and assembled parts returned to shop for fitting of other parts and piping. G. Final Assembly, Inspection, and Disassembly for Loadout 1. All components would be complete and installed to assure final fit to assembled boiler, running gear and cab. 2. Completed tender would be attached to locomotive and all hoses connected. 3. Pre -transport inspection would be made. 4. Locomotive and tender returned to shop for transport disassembly generally to allow easy parting of cab, boiler, frame and running gear at loading site. Load Out at Reader 1. Crane required to remove boiler from frame and possibly cab for placing on trailer. 2. Running gear and tender rolled onto RGN lowboy trailers. 3. Miscellaneous items removed for transport loaded on flatbed trailer. Transport to Display Destination, Distance 251 miles approximately 1. Special equipment loads -3 2. Flatbed loads —1 3. Permit loads — 3 4. Total loads — 4 Off Loading at Display Destination and Final Assembly Note: This assumes display track complete and ready for locomotive set up. Overhead must be clear of obstacles and sufficient room available for crane rig up and RGN lowboy positioning for running gear and tender roll off and line up. Exhibit "B" Total Project Cost Locomotive with Tender and Appearance Restoration $328,560.00 Transportation from Eureka Springs to Reader Shop $ 9,900.00 Transportation from Reader Shop to City of Anna, Texas $ 9,900.00 Total Project Cost Including All Transportation $348,360.00 ** * Amount to be adjusted per change orders if any **Total amount due upon delivery, assembly and unloading operation completed onto Client's display track Exhibit "C" No. 201 Project Schedule and Timeline (Approximate) 1. Contract Signing 2. Preparation Period, 10 days 3. Work on site at Eureka Springs, AR, 10 days 4. Transportation from Eureka Springs, AR to Reader, AR, 7 days 5. Phase I Restoration Work to Interim Inspection, 50 days 6. Interim Inspection, 1 day 7. Phase II Restoration Work to Complete Restoration, 50 days 8. Inspection, 1 day 9. Loading and Transportation from Reader, AR to Anna, TX, 7 days 10. Unloading and Final Assembly at Display Site Anna, TX, 14 days Note: Estimated project days are work week days and exclude Good Friday, Memorial Day, Independence Day, Labor Day, and Federal Holidays during work weeks. Much of the work contemplated will be performed out of doors so rain or other inclimate days (average hourly temperature below 40 degrees F) Exhibit "D" Materials and Specifications The followinglisting of materials specifications for materials to be used in the Appearance Restoration of No. 201 together with procedure specifications for weldments and mechanical fastenings. Note: Should lifting eyes remain after final delivery and assembly they are not to be used to lift anything more than the assembly to which they are attached, and that disassembly of the locomotive is required before lifting the boiler from the frame. The locomotive should never be lifted as one piece. Paints, Coatings, and Finishes Coatings for metal parts: Industrial Grade Oil based Enamel Paint and Primers, or Water born Industrial Coatings. Wooden Surfaces or Parts also Rubber or Composite Materials Industrial Grade Oil based Enamel Paints and Primers or Acrylic Latex Coatings and Primers Wood Parts and Lumber* Wood or Lumber exposed to weather: SLSY Pine Grade No. 2 or better Pressure Treated (Micronized Copper Azole 0.15 for ground contact) Wood or Lumber not exposed to weather (cab Interior): SLSY pine Grade No. 1 or better (Standard finished sizes) *Note: Steel fabrications may be used to replace non-standard sized wood parts or combined thicknesses of standard sized readily available lumber or timbers. Steel Plates, Bars and Shapes Hot Rolled carbon Steel ASTM H36 material Bolts, Bolted Fastenings, and Studs Bolted Fastenings where metal to metal joints are to be made: ASTM Grade No. 5 bolts will be employed Bolted Fastenings where studs are to be added or replaced: ASTM A36 material to manufacture studs Bolted Fastenings where wood to metal joints are to be made: ASTM Grade No. 2 or Carriage Bolts or Lags may be employed Weldments and Welded Joints All welding to be done per AWS approved procedures for carbon steel flux coated electrodes used in structural fabrication of carbon steel components. Steel Pipe and Pipe Fitting Replacements Where Replacement Pipe and Fittings required: Black Carbon Steel Pipe ASTM A53BERW schedule 40 Schedule 40 compatible welded or threaded fittings Note: If threaded portion of pipe is to be replaced or renewed, it is permissible to replace threaded end with a short piece of threaded pipe welded to the existing pipe or renewed section.