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25-059.00RailProsFloraParkCrossCountryCIP#0361#25-059 RailPros Field Services, Inc. Utility Construction Observation Agreement THIS AGREEMENT ("Agreement") is made and entered into as of April 16 , 202S by and between City of Spokane Valley ("Company"), located in Spokane Valley, WA and RailPros Field Services, Inc. ("RPFS"), located at Irving, Texas. RPFS is a consultant to Union Pacific Railroad ("UPRR"). A. General Background 1. Company is interested in performing a utility construction project that crosses UPRR's real property, trackage, or other facilities per an executed agreement between Consolidated Irrigation District No. 19 and UPRR, referred to as Project No(s). 0801026, in which the Company is included in the definition of Licensee (the "Project"). UPRR requires the Company to utilize the services of RPFS to 1) observe these services and communicate with UPRR regarding the status of the work and any issues that arise that may impact UPRR or not meet UPRR's executed utility agreement. B. Services 1. Utility Construction Observation. The Company is required to utilize the services of RPFS to observe the work being performed on the Project by Company and its contractors and to communicate with UPRR regarding issues that may arise during the Project. RPFS' services do not include supervision or direction of the means, methods, or actual work of Company or its contractors. C. RPFS Non -Responsibility 1. The presence of RPFS observers on site will not relieve Company of its responsibilities to comply with the terms of UPRR permit agreement and the required specifications. RPFS will not be responsible for job or site safety or security on the Project. 2. RPFS shall not be responsible for delays caused by Company's failure to furnish necessary information promptly as requested, or for delays resulting from faulty equipment or late, slow, or faulty performance by Company, other contractors or sub -consultants of Company, or government agencies whose performance of work is precedent to or concurrent with the performance of RPFS' observation of Company's work. 3. RPFS shall not be in default or be responsible for damages due to any delays in the performance of the work for any reason other than for RPFS' negligence or misconduct, and RPFS shall be entitled to additional compensation for any such non -culpable de►ay. Any such adjustments to the project duration and compensation shall be put in writing in the form of an invoice issued to Company upon determination of same. D. Company Responsibilities 1. In accordance with generally accepted construction practices, Company will be solely responsible for working conditions on the job site, including security and safety of all persons and property during the Project, and compliance with UPRR safety requirements, local safety requirements and Occupational Safety and Health Administration (OSHA) regulations. This requirement shall apply continuously and not be limited to normal working hours. E. Compensation 1. Company shall compensate RPFS at the rate or rates shown below for the duration of the project. Compensation will be paid based on the Project Fee, which is defined by the actual number of days worked multiplied by the daily rate stipulated in this section plus any mobilization fees. Invoices are submitted upon completion of the project or at month end. On -going jobs are billed on a monthly basis. Payments of invoices are due upon receipt, within 30 days. Invoices are subject to a 1% fee for every 30 days the payment is delinquent. Page 1 of 4 The daily rates for said services to be provided under this Agreement are based on eight (8) hours per day and will be as follows: Mobilization/Administrative Fee.............$1,000 per Observer Required (each project number(s) will incur a fee for travel and administrative costs per Observer). 24 Hour continuous work requires two Observers. Project must be cancelled 4 business days prior to the scheduled start date to avoid additional mobilization fee. Cancellations and release of field staff must be made in writing to Utilities.Office.Staff@railpros.com. Multiple mobilization fees or additional labor fees will be charged if the project cannot be constructed in consecutive days (Monday through Saturday is considered a work week) or if there is any delay during installation. • Construction Observation Fees ...............$1,400/Standard 8-hour day. Overtime rate after 8 hours is $200 per hour (all scheduling requests require a minimum 10-business days' notification). Surcharge Fee.............................................Activity in certain regions of the U.S. has created high demand for hotel rooms and increased related travel costs. The Project falls within such a region, therefore a surcharge of $300.00 per day will be added to the invoice. 2. RPFS has the right to invoice for fees to cover necessary costs whenever a Project is terminated by the owner, applicant, or agent or when the project is installed in absence of RPFS's Utility construction observation services when required by UPRR. F. Commencement Date and Term of Services 1. RPSF'serviceswill begin upon acceptance of this Agreement by Company andshall continue through completion of the Project impacting UPRR Right -of -Way. 2. This Agreement has been executed by the authorized representatives of the parties and is intended to create a binding contractual relationship. 3. This Agreement shall take precedence over other documents, purchase orders, work orders that may be issued and/or signed after this Agreement. In no event, shall the terms and conditions in any RPFS or Company purchase order, work order, or similar document issued after the signing of this Agreement govern over this Agreement. 4. The terms of this Agreement shall automatically renew each year unless either party has terminated the agreement as per Article 6 of the Standard Provisions. RPFS reserves the right to modify the agreement terms at any time by written instrument to the Company. Agreement modifications will not take effect until such time any current project(s) with the Company is finished and a signed copy of the modified written instrument is returned by the Company to RPFS. RPFS reserves the right to not begin any new projects until a signed copy of the written instrument is retu rned. G. Standard Provisions of Agreement for Professional Services 1. The attached Standard Provisions of Agreement for Professional Services shall apply to the services provided under this Agreement. Page 2 of 4 RailPros Field Services, Inc. By: .44w-e. (Authorized Representativel By: Annie Harris (Print Name) Project Manager Date: April 16, 2025 Page 3 of 4 City of Spokane Valley By: 1y1A=- = (Authorized Representative) By: Totl y✓ bb'wA4 d (Print Name] Title: C: I TY /"-.4.+AGTc— Date: 3- 7 2-- 2 S STANDARD PROVISIONS OF RPFS' OBSERVATION AGREEMENT The Company and RaVros Field Services, Inc. ("RPFS"), agree that the following provisions shall be part of this Agreement. 1. The Company shall designate an individual with authority to act on behalf of the Company as to all aspects of the Project and shall give prompt written notice to RPFS if the Company becomes aware of any problems with the Project and shall otherwise fully cooperate as may be required or appropriate in connection with the Project. 2. RPFS' services shall be performed in a manner consistent with that degree of skill and care typically exercised by similar professionals performing similar services under the same or similar circumstances and conditions. RPFS makes no other representations or any warranties, whether expressed or implied, with respect to the services rendered hereunder. 3. In no event, shall any statute of limitations commence to run any later than the date when RPFS' services are substantially completed and any cause of action against RPFS arising from or pertaining to this Agreement must be initiated no later than two (2) years after the date when RPFS' services are substantially completed. 4. In no event, shall RPFS be liable for consequential damages, including lost profits, loss of investment or other incidental damages. 5. Compensation payable to RPFS pursuant to this Agreement shall be in addition to taxes (except income taxes) that may be assessed against RPFS by any state or political subdivision directly on services performed or payments for services performed by RPFS. Such taxes that RPFS may be required to collect or pay shall be added by RPFS to invoices submitted to the Company pursuant to this Agreement. 6. This Agreement may be terminated by either Company or RPFS upon thirty (30) days written notice for any or no reason. Either party may terminate this Agreement upon three days' notice in the event of a material breach of the Agreement by the other party. Company expressly agrees to hold RPFS harmless from any liability arising out of RPFS' termination of its services hereunder. In the event of termination of this Agreement, Company shall promptly pay RPFS for all of the services performed by RPFS prior to the termination of the Agreement. All fees paid are deemed earned. 7. Neither the Company nor RPFS shall assign its interest in this Agreement without the written consent of the other. The services to be provided pursuant to this Agreement are being performed solely for the benefit of the Company and UPRR and no benefit is meant to be conferred upon any other person or entity, and no such person or entity should rely upon RPFS' performance of its services to the Company; and, no claim against RPFS shall accrue to any contractor, subcontractor, owner, officer, director, consultant, engineer, supplier, fabricator, manufacturer, lender, tenant, surety, or any other third - party as a result of this Agreement or the performance or non- performance of services on this Project. 8. Unless otherwise provided by specific agreement, RPFS shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances at the project site. 9. The Company agrees to indemnify and hold RPFS harmless to the same extent the Company agreed to indemnify and hold UPRR harmless in its agreement with UPRR regarding this Project. If the Company lists UPRR as an additional insured on its insurance policy, the Company also agrees to similarly list RPFS as an additional insured on its insurance policy as well. 10. To the extent any damage or claim is covered by insurance during performance of this Agreement, the Company and RPFS waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of suchinsurance. The Company or RPFS, as applicable, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. 11. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation prior to the commencement of any legal or arbitration proceeding as a condition precedent to the right to recover attorney fees in any proceeding. The mediator shall be jointly selected by the Company and RPFS. The mediator's fees shall be shared equally and shall be held at the location selected by the mediator. 12. Equal Opportunity.-RPFS shall abide by the requirements of 41 CFR % 60-1.4(a), 60-300.5(a), and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status ordisability 13. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. 14 This Agreement is the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes all previous agreements, negotiations or understandings, written or oral, between the Parties. The parties hereto declare and represent that no promises, inducements, representations, warranties or other agreements, whether express or implied, not contained herein, have been made, and further declare and represent that they have not executed this Agreement in reliance upon any such promise, inducement, representation, warranty or other agreement not contained herein. 15, This Agreement may only be modified, amended or supplemented in a writing executed by the Parties hereto. 16. No term or provision of this Agreement shall be deemed waived, and no breach or default shall be deemed excused, unless such waiver, consent or excuse is in writing, and signed by the Parties hereto. A waiver by a Party hereto of any breach or default by the other Party to this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach or default hereunder by the other Party. 17. In case any one or more of the provisions in this Agreement should be declared by a court, arbitrator, or governmental agency or department to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 18. Each Party is or had an opportunity to be represented by counsel and made a full and independent investigation of the matters contained herein and is only entering into this Agreement based on the Party's full satisfaction of the results of any investigation and arm's length negotiations. This Agreement will be deemed to have been jointly and equally drafted by the Parties. 19. Time is of the essence in the performance of the terms and conditions of this Agreement. 20. In the event of any legal, equitable or alternative dispute resolution proceeding to interpret or enforce this Agreement, the prevailing party shall be entitled to its reasonable legal fees and costs. (Revised 05/17/16) Page 4 of 4 A� o® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 02/20/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Gina Hunter NAME: The Partners Group LLC PHONE (877) 455-5640 FAX (425) 455-6727 A/C No Ext No : 1111 Lake Washington Blvd N. E-MAILghunter@tpgrp.com ADDRESS: Suite 400 INSURER(S) AFFORDING COVERAGE NAIC # Renton WA 98056 INSURERA: Western National Mutual Insurance Co 15377 INSURED INSURER B : Copenhaver Construction Inc INSURER C : DBA: Moyer Construction INSURER D : 22393 State Route 2 East INSURER E : Creston WA 99117 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ALJUL INSD bUbM WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MMIDD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑X OCCUR EACH OCCURRENCE $ 1,000,000 DAMA PREMISES Ea occurrence $ 50,000 MED EXP (Any one person) $ 5,000 PERSONAL &ADV INJURY $ 1,000,000 A Y Y CPP134515900 06/18/2024 06/18/2025 GEN'LAGGREGATE LIMITAPPLIES PER: POLICY ❑X JECT LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP/OPAGG $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X BODILY INJURY (Per person) $ ANYAUTO A OWNED SCHEDULED AUTOS ONLY AUTOS CPP134371300 06/18/2024 06/18/2025 BODILY INJURY (Per accident) $ HIRED P NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ $ X UMBRELLA LIAR I X OCCUR EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 A EXCESS LIAR ri CLAIMS -MADE UMB105734900 06/18/2024 06/18/2025 DED I X RETENTION $ 10,000 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A CPP134515900 O6/18/2024 O6/18/2025 PER OTH- STATUTE X ER WA STOP GAP E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Project No. 0801026, Project Name: Spokane Valley XC Course Project. Union Pacific Railroad Company, Walker Construction, Inc., City of Spokane Valley, Consolidated Irrigation District are Additional Insureds per attached forms: Commercial General Liability Enhancement Endorsement CG MU 0009 06 22, Commercial Liability Umbrella Schedule of Underlying Insurance WN CU 02 07 07, Washington Common Policy Conditions IL 0146 08 10. LCRI Irn mir MULUMM GANGtLLAT1UN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Union Pacific Railroad Company ACCORDANCE WITH THE POLICY PROVISIONS. 1400 Douglas Street, MS 1690 AUTHORIZED REPRESENTATIVE Omaha NE 68179-1690 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Hudson Insurance Company A Stock Company HUDSON 100 William Street, 5th Floor INSURANCE cRoui> New York, NY 10038 1-866-246-9945 POLICY CERTIFICATE RAILROAD PROTECTIVE LIABILITY THIS POLICY CERTIFICATE IS ISSUED UNDER MASTER POLICY NUMBER RRP202101 ISSUED TO RAILROAD PROTECTIVE INSURANCE GROUP A voluntary membership organization whose principal office is: 4323 Warren Street, NW, Washington, D.C. 20016-2437 Policy Certificate Number: RRP018494916736 Named Insured: Union Pacific Railroad Mailing Address: 1400 Douglas Street MS 1690 Omaha, NE 68179 Policy Period: From: 04/01/2025 12:01 AM To: 05/31/2025 12:01 AM Standard Time at the mailing address shown above Producer Name: Alliant Insurance Services Producer Address: 565 East Swedesford Road Suite 100 Wayne, PA 19087 Program Administrator: 123ocp / Alliant Insurance Services Program Administrator Address: 565 East Swedesford Road, Ste 100 Wayne, PA 19087 Designated Contractor: Copenhaver Construction, Inc. Designated Contractor Address: 22393 SR 2 E Spokane, WA 99117 Contract Number Or Name: City of Spokane Valley Cross Course "Work" Performed For: -- City of Spokane Valley (10210 E Sprague Ave Spokane Valley, WA 99206) "Job Location": 47.6827241,-117.175114 M.P. 11.99 Description Of "Work" p Underground work - Pipe Ram bore under 2 track lines approximately 120' with a 30" steel casing and an B" Ductile Iron Domestic Water Carrier Pipe Total Contract Cost: $1,379,311 Contract Cost Within 50 Feet: $345,841 Territory: United States of America Limits Of Liability: $2,000,000 per occurrence $6,000,000 annual aggregate State Tax (if applicable) Premium: j $1,480.00 Audit Period (if applicable): ❑ Annually ❑Semi -Annually ❑Quarterly ❑ Monthly HRRP-1400 (09-22) Includes copyrighted material of Insurance Page 1 of 2 Services Office, Inc., with its permission Forms Attached Form Number Form Title HRRP-1400 (09-22) Policy Certificate Railroad Protective Liability CG 00 35 (04-13) Railroad Protective Liaiblity Coverage Form CG 33 71 (03-05) Silica or Silica -Related Dust Exclusion CG 34 96 (05-23) Exclusion - Perfluoroalkyl and Polyfluoroalkyl Substances (PFAS) HRRP-2002 (01-22) Who Is An Insured Endorsement HRRP-2004 (02-24) Limits of Insurance - Extended Policy Period HRRP-3000 (03-24) Asbestos Exclusion HRRP-3001 (03-24) Exclusion Liability For Hazards of Lead HRRP-3002 (03-24) Fully Earned Premium Endorsement HRRP-3003-WA (03-24) Fungi, Virus, Or Bacterial Exclusion Endorsement - Washington HTER-0001 (01-21) Disclosure - Terrorism Risk Insurance Act CG 21 70 (01-15) Disclosure - Terrorism Risk Insurance Act CG 21 76 (01-15) Exclusion of Punitive Damages Related to a Certified Act of Terrorism IL P 001 (01-04) OFAC Advisory Notice to Policyholders CG 28 54 (08-10) Washington Changes CG 29 64 (03-90) Washington Changes - Appraisal IL 01 98 (09-08) Nuclear Energy Liability Exclusion Endorsement (Broad Form) w� , , ""70 A i Authorized Representative 2/26/2025 Date Notices required to be given by the Named Insured under this policy shall be sent to: Attn: Claims Department, Hudson Insurance Company 100 William Street, 5th Floor; New York, N.Y. 10038 You may also call: 1-866-546-3981 or email: HudsonClaims300@HudsonlnsGroup.com to report or discuss a claim. HRRP-1400 (09-22) Includes copyrighted material of Insurance Page 2 of 2 Services Office, Inc., with its permission