25-101.00RailProsSullivanParkWaterlineCIP#3284/29/2025 #25-101, CIP No. 328
Kristen Armstrong
City of Spokane Valley
509-720-5070
karmstrong@spokanevalleywa.gov
Subject: Quote for Contractor in Charge Services
Dear Ms. Armstrong,
Thank you for contacting RailPros to provide a qualified Contractor in Charge. RailPros provides associates with extensive
railroad experience, all qualified in GCOR, Maintenance -of -Way, and On -track safety. All our Contractors in Charge are
dedicated to safety on the jobsite and have an acute understanding of railroad rules.
RailPros charges a daily rate which includes an 8-hour on -site workday, mobilization, and Per Diem costs. Our services are
billed for the Contractor in Charge's (CIC's) time on site, to include any time setting up and taking down track protection, if
applicable. Any time beyond the CIC's 8 hours will be charged at an hourly overtime rate.
The rates for our services are as follows for work performed on, over or under Union Pacific ROW
In the event of cancellation, if RailPros Management is given less than 24 hours' notice, it is considered a billable day.
Cancellations must be made in writing to UP.InfoORailPros.com.
This quote is based on RailPros understanding of prevailing wage requirements in Spokane County, WA.
Invoices are submitted upon completion of the job or at month's end. On -going jobs are billed on a monthly basis. Payments of
invoices are due upon receipt. Invoices are subject to a 1.5%fee for every 30 days the payment is delinquent. Please contact
RailPros at 877-315-0513 or UP.lnfoCdrailoros.com for more information.
The quoted rates are valid for 30 days and is subject to the Services Agreement (SAI.
RailPros (SOW) Scope of Work
RailPros agrees to provide flagging and other staff support services to client or its contractors (the "Services") at the dates,
locations and times requested by client. The Services will be provided pursuant to the terms and conditions in the Agreement.
RailPros will require employees and any subcontractors and agents involved in the providing such Services to comply with the
applicable terms of this Agreement in providing such Services. RailPros warrants that (i) Services will be provided in a
workmanlike manner, (ii) RailPros Personnel will have the requisite experience, skills, knowledge, training and education to
perform Services in a professional manner and in accordance with this Agreement. The Services will be provided in compliance
with all governmental laws, regulations, and rules, and in accordance with Maintenance of Way and Signal Department On -
Track -Safety Roadway Worker Rules and the Company's Operating Rules. A Scope of Services/Service Quote shall be prepared
for each site at which the Services are to be performed, and it shall become apart of this Agreement when authorized in writing
by each party's authorized representative. The Scope of Services will set forth, at a minimum, the cost, location, dates, times
and expected number of personnel required for each job site.
Page 1 of 4
Initial -
S605 N. MacArthur Blvd, Suite 650
Irving, TX 75038
P: (877) 315 —0513 Option 1
www.railpros.com
M RAILPROS
RailPros Field Services, Inc.
SERVICES AGREEMENT
This Services Agreement ("Agreement') is entered into by and between RailPros Field Services, Inc. ("RailPros") and the entity
or individual ("Customer") described in the Scope of Work/Customer Information Request. The SOW is expressly
incorporated herein by reference for all purposes. The SOW also provides RailPros' charges for services requested. This
Agreement shall become effective upon the earlier of the Customers executing this agreement or RailPros' reasonably
undertaking to perform services requested by the Customer (the "Effective Date").
WHEREAS Customer desires to retain RailPros to provide certain services described and set forth in further detail in the SOW
(the "Services"); and
WHEREAS, RailPros has the capability and capacity to provide the Services and —subject to the terms and conditions set forth
herein —is willing to perform such Services; and
In consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, RailPros and Customer (hereinafter, collectively, the "Parties," or
each, Individually, a "Party') agree as follows:
1. RailPros shall provide Services to the Customer: (1) in accordance with the terms of this Agreement; (2) within any
parameters set forth in the SOW; and (3) to the reasonable satisfaction of the Customer. In turn, the Customer shall pay
RailPros for its services at the applicable daily rate(s) set forth in the SOW.
2. RailPros shall periodically provide Customer with invoices that set forth the value of the Services provided to Customer
during a defined period of time (collectively, the "Invoices"; individually, an "Invoice"). Invoiced amounts are due and payable
within thirty (30) days of the date included on an Invoice, and Customer shall remit payment to RailPros at 5605 N MacArthur
Blvd, Suite 650, Irving, Dallas County, TX 75038. in the event Customer fails to timely remit payment to RailPros as required in
this Section 2, RailPros may elect to immediately cease providing Services to Customer —without providing any advance notice
to Customer— until Customer remits payment for all amounts owed by Customer for Services. Customer expressly agrees and
acknowledges that it shall neither assert nor seek to enforce any claim for damages or penalties arising from RailPros' ceasing
performance under this Section 2. RailPros' right to cease providing Services based on nonpayment and/or untimely payment is
independent of any right(s) set forth in Section 5 of this Agreement.
3. In the event that Customer contests any charge(s) included on an Invoice and/or asserts that any Services described in an
Invoice were deficient, Customer shall submit a written complaint to RailPros (a "Complaint") within fifteen (15) business days
of its receipt of the challenged Invoice. A Complaint must set forth (in detail): (1) the Services and/or Invoice entries that
Customer is contesting; (2) the basis for Customer's Complaint; and (3) Customer's desired solution. Failure to timely submit a
Complaint shall constitute a waiver of any grievances related to the subject Invoice and shall further be construed as an
unequivocal agreement to pay all amounts described therein.
4. Customer may terminate this Contract, in whole or in part, at any time without cause, and without liability except for
required payment for services rendered by providing at least twenty-four (24) hours written notice to RailPros. Failure to
provide timely notice under this provision shall obligate Customer to pay RailPros for one (1) additional days' worth of Services
at the applicable daily rate(s) set forth in the SOW.
S. RailPros may terminate this Agreement without liability, effective upon providing notice to Customer, if Customer: (1)
materially breaches a provision of this Contract and fails to cure its breach within fifteen (15) days after receipt of written
Page 2 of 4
Initial -
5605 N. MacArthur Blvd, Suite 650 P: (877) 315 — 0513 Option 1
Irving, TX 75038 www.railpros.com
Thank you,
RailPros
RYAN MCCARTY
Field Operations Coordinator - Flagging
(877) 315-0513 Option 1
By my signature, I acknowledge that I have read, understand, and
agree to the terms in the quote and service agreement
Client Company Representative ( int Name/Sign)
AA,,—,, «yl
Title
Date
If you have any questions regarding this quote and/or service agreement, or would like further information, please feel free to
contact RailPros.
RailPros offers a full suite of right of way services including permitting, utility inspections, railroad engineering services
and customizable training. To learn more, visit www.railpros.com
Page 4 of 4
5605 N. MacArthur Blvd, Suite 650 P: (877) 315 — 0513 Option 1
Irving, TX 75038 www.railpros.com
notice of its breach, or (2) becomes insolvent or admits and/or demonstrates its inability or unwillingness to pay Its debts as
they become due.
6. This Agreement shall commence as of the Effective Date and shall continue thereafter until the Services described in the
SOW are completed or the Contract is terminated.
7. This Agreement benefits solely the Parties hereto and their respective successors and permitted assigns. Nothing in this
Agreement, express or implied, confers on any third party any legal or equitable right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
B. This Agreement may not be altered, amended, modified, or otherwise changed, except by a writing duly executed by
theParties hereto.
9. This Agreement constitutes the final and entire agreement between the Parties, and this Agreement supersedes all prior
understandings and agreements, if any, among or between the Parties.
10. The failure of any Party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such
provision, nor in any way affect the validity of this Contract or any part thereof or the right of any person thereafter to enforce
each provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other breach.
11. This Agreement shall be interpreted and construed under the laws of the State of Texas, and venue for ail suits arising out of
or relating to this Contract shall be brought exclusively in a Texas state district or county court sitting in Tarrant County, Texas.
12. All invoices, requests, communications, and notices required to be sent to Customer shall be delivered to the address(es)
and/or email address(es) set forth in the SOW. All Complaints, requests, communications, and notices required to be sent to
RailPros shall be sent to RailPros at 5605 N. MacArthur Blvd, Suite 650, Irving, Dallas County, TX 75038, Attention: Legal. Any
notice of termination and/or cancelation shall be sent to RailPros at LeealPRailPros.com.
13. Neither of the Parties shall be liable for any delays or failures in performance due to acts of God, strikes, lockouts, labor
restrictions by governmental authority, civil riots, war and acts of terrorism.
14. In the event of any subsequent litigation involving the interpretation or enforcement of this Contract, the prevailing Party
shall recover against the non -prevailing Parry all its costs and reasonable attorneys' fees incurred in connection with the
lawsuit.
15. In connection with RailPros' providing the Services, RailPros agrees to obtain the following insurance policies: (1) a
Commercial General Liability policy with limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate
(the "CGL Policy") and (2) a Commercial Automobile Liability polity with limits of not less than $1,000,000 (collectively, the
"Policies").
The Policies shall Include Customer as additional insureds (collectively, the "Additional Insureds"). Coverage for the Additional
Insureds shall be primary and non-contributory to any other insurance maintained by Customer. Coverage for Additional
Insureds under the CGL Policy shall be set forth via an ISO endorsement form CG 20 26 07 04 (or equivalent endorsement),
unless otherwise limited by applicable law. The Policies shall include a Waiver of Subrogation in favor of Customer. RailPros
agrees to provide Customer with Certificate(s) of Insurance that verify the foregoing.
In addition, RailPros agrees to maintain Workers' Compensation insurance (the "WC Policy") with limits established by statue in
the state where the Services will be provided. All RailPros employees providing Services shall be covered under the WC Policy,
Including employees who are sole proprietors, members, or partners, whether or not required by applicable law. The WC Policy
shall also include a Waiver of Subrogation in favor of Customer.
16. RailPros and Customer each agree to indemnify, defend, and hold the other harmless from any third- parry claims, costs,
liabilities, judgments, expenses, or damages (including reasonable attorneys' fees and other costs of suit) alleged to arise from
the Indemnifying party's sole negligence in performing their respective obligations under this Agreement.
Page 3 of 4
Initial
5605 N. MacArthur Blvd, Suite 650 P: (877) 315 — 0513 Option 1
Irving,TX 75038 www.railpros.com