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Home My WebLink AboutInterlocal Agreement - Northern Indiana Commuter Transporatation District - No Cost Transfer of Refurbished Railcar from the NICTD to the City of SBFD1316 COUNTY-Crry BUILDING 227 W, JEFFERSON Bout.EVARD SOUM BEND. INDIANA 46601-1830 CITY OFSOUTH BEND PETEBUTTIGIEG, MAYOR BOARD OF PUBLIC WORKS February 27, 2018 Michael Noland Northern Indiana Commuter Transportation District 601 N. Roeske Ave. Michigan City, IN 46360 R.L. Interlocal Agreement Dear Mr. Noland: PHOW,' 574/235-9251 FAX 574/ 235-9171 The Board of Public Works, at its meeting held on February 27, 2018, approved the above referenced agreement regarding the no cost transfer of a refurbished railcar from the NICTD to the City of South Bend Fire Department for Public Safety Personnel Training. Enclosed please find a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, Linda M. Mai tin, Cl/r(�ti Enclosure c: Chief Stephen Cox, Fire Department GARY A. Gn.o'r SUZANNA M. FRr1'z13ERcj E LIZABPH i A. MARADIK JAI L's A. MUELLER THERESE J. DORAU RAILCAR TRANSFER AGREEMENT This Railcar Transfer Agreement (this "Agreement") is entered into on February 27, 2018, by and between the Northern Indiana Commuter Transportation District ("NICTD"), and the City of South Bend, Indiana, acting through its Board of Public Works (the "City") (each a "Party," and together the "Parties"). WHEREAS, NICTD is a municipal corporation that operates the South Shore Line train with service from Millennium Station in Chicago, Illinois to the South Bend International Airport in South Bend, Indiana; and WHEREAS, the City is a municipal corporation that owns and operates the Luther J. Taylor Sr. Fire Safety Training Center (the "Training Center"), at which firefighter recruits and personnel from the South Bend Fire Department (the "SBFD") and other area public safety agencies conduct training; and WHEREAS, NICTD has acquired and refurbished a bi-level railcar (the "Railcar") and wishes to transfer the Railcar to the City for use in ongoing training exercises by the SBFD and other public safety agencies; and WHEREAS, Ind. Code 36-1-7, the Interlocal Cooperation Act, authorizes Indiana governmental entities to enter into contracts between or among themselves to buy, sell, or exchange services, supplies, or equipment. NOW, THEREFORE, in consideration of the promises and obligations set forth in this Agreement, the parties agree as follows: 1. Transfer: NICTD agrees to transfer title of the Railcar to the City. In exchange for this conveyance, the City agrees to make the Railcar available at its Training Center for its use in training by authorized public safety personnel, including SBFD personnel and non -City personnel designated by NICTD. 2. Housing; Delivery: The Railcar shall be housed at the Training Center. NICTD shall be responsible for delivering the Railcar to the Training Center, and will coordinate its delivery of the Railcar with the City and bear any risk of loss with respect to the Railcar until it is delivered to the Training Center. NICTD further agrees to bear any costs associated with the delivery of the Railcar. 3. Right of First Refusal: If the City elects to discontinue its training program at the Training Center for any reason, the City shall, within a reasonable time thereafter, provide to NICTD a written offer to return title of the Railcar to NICTD at no cost. NICTD shall then have thirty (30) days from the date it receives the City's offer to accept the offer in writing. If NICTD fails or refuses to accept the return of the Railcar, the City shall be free to dispose of the Railcar in a manner consistent with Indiana law. 4. Indemnification: The City agrees to indemnify and hold harmless NICTD, its agents, employees, representatives, successors and assigns, from and against any claim, action, demand, loss, expense, liability, penalty or other damage, including without limitation, legal costs and expenses and other costs and expenses incurred as a result of, or in any way related to, the use of the Railcar following its delivery to the Training Center. 5. Confidentiality and Disclosure of Information: NICTD understands and agrees that certain data, materials, or information disclosed to NICTD incidental to this Agreement may contain confidential or protected information. To the extent allowed by law, NICTD agrees that it will not disclose or discuss such information with third parties without prior written consent of the City. NICTD understands and agrees to comply with the legal requirements of Indiana Code § 5-14- 3-1, et. seq. (commonly known as Indiana's Access to Public Records Act), to the extent applicable. 6. Relationship: Each Party, in the performance of this Agreement, shall act in an individual capacity and not as agents, employees, partners, joint venturers or associates of one another. The employee(s) or agent(s) of one party shall not be deemed or construed to be the employee(s) or agent(s) of the other party for any purpose whatsoever. 7. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Indiana. 8. No Third -Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the Parties hereto and their respective successors or assigns, any remedy or claim under or by reason of this Agreement or any term, covenant, or condition hereof, as third -party beneficiaries or otherwise, and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of the Parties. 9. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the Parties with respect to its subject matter. No representation, promise, or inducement not included in this Agreement will be binding upon the Parties. This Agreement cannot be modified except by mutual agreement of the Parties set forth in a written instrument signed by the Parties' authorized representatives. 10. Binding Effect; Counterparts; Signatures. All the terms and conditions of this Agreement will be effective and binding upon the Parties and their successors and assigns at the time the Agreement is fully signed and delivered by both Parties. This Agreement may be separately executed in counterparts by NICTD and the City, and the same, when taken together, will be regarded as one original agreement. Electronically transmitted signatures will be regarded as original signatures. 11. Authority. With the signing of this Agreement, NICTD and the City hereby warrant that each has the full power and legal authority to enter into this Agreement. The undersigned persons executing and delivering this Agreement on behalf of the respective Parties represent and certify that they are the duly authorized representatives of each and have been fully empowered to execute and deliver this Agreement and that all necessary corporate action has been taken and done. [Signature page follows.] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by its duly authorized representatives, effective as of the date stated above. CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC WORKS AZ)hw Gary A. Gilot, President Therese Dorau, Member Suzan" a Far' zberg, tuber Elizabeth Maradik, Member Jaynes Mueller, Member ATTEST: 1 } irida M. artin jr NORTHERN INDIANA COMMUTER TRANSPORTATION DISCTRICT 130ARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date February 16, 2018 Name Stephen Cox, Fire Chief Department SBFD BPW Date 2/27/18 Phone Extension '9255 Required Prior to Submittal to Board Legal Attorney Name Anderson Controller review is required for all Contracts $5,000.00 or more Controller ❑ and greater than one year in length per the City Purchasing Policy Purchasing EJ N Agreement L-] Contract LJ Proposal L-] Addendum F-1 Professional Services El Amendment F] Bid Opening El Bid Award El Req. to Advertise El Title Sheet [:] Quote Opening F-1 Quote Award E] Chg Order No. n C/O & PCA No. -E] PCA E] Ease./Encroach. F-1 Traffic Control F-1 Resolution F-1 Other: n Claim Company or Vendor Name Northern Indiana Commuter Transportation District El Yes F] If Yes, Approved by Purchasing New Vendor [:] No 1:1 s MBEANBE Contractor F-1 WBE EINoCompleted E-Verify Form Attached Project Name N/A Project Number N/A Funding Source N/A Account No. N/A Amount N/A Terms of Contract N/A Purpose/Description I nterlocal exchange of equipment for services — no cost transfer of refurbished railcar from NICTD to CitV of South Bend, far use in training by public safety personne For Change Orders Only " ' Amount of F-1 Increase $ 0 Decrease Previous Amount $ Current Percent of Change- % New Amount $ Total Percent of Change: % Time Extension: Dispersal After Approval Copy Original ❑ Z SBFD z 0 Legal 1:1 El