25-102.00RailProsFieldServicesIncSullivanParkWaterlineCIP#328#25-102, CIP No. 328
RailPros Field Services, Inc.
Utility Construction Observation Agreement
THIS AGREEMENT ("Agreement") is made and entered into as of May 29 2025 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 TRENTWOOD IRRIGATION DISTRICT NO.3, and UPRR, referred
to as Folder No(s). 3323-25 and Project No. 0783387, 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 delay. 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.
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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(Orailpros.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'services will 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 returned.
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.
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By:_
By:_
Title:
Date:
RailPros Field Services, Inc.
,A"Zw� '01/"- �
[Authorized Representative)
Annie Harris
(Print Name)
Project Manager
May 29, 2025
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City o pokane Valley
By:
(Alvorized Representative)
[Print Name]
Title: QL Parm
Date: ZS
STANDARD PROVISIONS OF RPFS'
OBSERVATION AGREEMENT
The Company and RailPros 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 awate 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 die
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 Patty'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)
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