Contract - RailPros Field Services, Inc. - 5/14/2026 RailPros Field Services,Inc.
Utility Construction Observation Agreement
THIS AGREEMENT("Agreement") is made and entered into as of�&q 2026 by and between City of
Round Rock("Company"),located in Round Rock,TX 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 City of Round Rock and UPRR,referred to as Project No(s).3137-
26(0765379) and 3137-43(0765381), 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 itscontractors.
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@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...............$1,500/Standard 8-hour day. Overtime rate after 8 hours is$225 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 and-shall 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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R��aaiiilPros Field Services,Inc. i o Roun Rock
By: /l'a441L L)G.r�ld By:
[Authorized Representative] ( uthoriz Representative]
By: Karen Davis By:
[Print Name] rint Nam
Title: APM Title: Majt Df
Date: May 28, 2026 Date: Maw 14, W24
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STANDARD PROVISIONS OF RPFS'
OBSERVATION AGREEMENT
The Company and RailPros Field Services,Inc.("RPFS"),agree that the all rights against each other and against the contractors, consultants,
following provisions shall be part of this Agreement. agents and employees of the other for damages,except such rights as they
1. The Company shall designate an individual with authority to may have to the proceeds of suchinsurance.The Company or RPFS,as
act on behalf of the Company as to all aspects of the Project and shall applicable, shall require of the contractors, consultants, agents and
give prompt written notice to RPFS if the Company becomes aware of employees of any of them similar waivers in favor of the other parties
any problems with the Project and shall otherwise fully cooperate as enumerated herein.
may be required or appropriate in connection with the Project. 11. Any claim,dispute or other matter in question arising out of
2. RPFS'services shall be performed in a manner consistent with or related to this Agreement shall be subject to mediation prior to the
that degree of skill and care typically exercised by similar professionals commencement of any legal or arbitration proceeding as a condition precedent
performing similar services under the same or similar circumstances and to the right to recover attorney fees in any proceeding. The mediator
conditions. RPFS makes no other representations or any warranties, shall be jointly selected by the Company and RPFS. The mediator's fees
whether expressed or implied, with respect to the services rendered shall be shared equally and shall be held at the location selected by the
hereunder. mediator.
3. In no event,shall any statute of limitations commence to run 12. Equal Opportunity.-RPFS shall abide by the requirements of
any later than the date when RPFS'services are substantially completed 41 CFR % 60-1.4(a), 60-300. (a), and 60-741.5(a). These regulations
and any cause of action against RPFS arising from or pertaining to this Prohibit discrimination against qualified individuals based on their status
Agreement must be initiated no later than two (2)years after the date as protected veterans or individuals with disabilities and prohibit
when RPFS'services are substantially completed. discrimination against all individuals based on their race,color,religion,
4. In no event,shall RPFS be liable for consequential damages, sex,or national origin.Moreover,these regulations require that covered
including lost profits,loss of investment or other incidental damages. prime contractors and subcontractors take affirmative action to employ
5. Compensation payable to RPFS pursuant to this Agreement and advance in employment individuals without regard to race, color,
shall be in addition to taxes(except income taxes)that may be assessed religion,sex,national origin,protected veteran status ordisability
against RPFS by any state or political subdivision directly on services 13. This Agreement may be executed in two (2) or more
counterparts,each of which shall be deemed an original,but all of which
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 together shall constitute one and the same agreement.
i 14 This Agreement is the entire agreement between the Parties
invoices submitted to the Company pursuant to this Agreement.
6. This Agreement may be terminated by either Company or Pertaining to the subject matter hereof, and supersedes all previous
RPFS upon thirty(30)days written notice for any or no reason. Either agreements,negotiations or understandings,written or oral,between the
Parties. The parties hereto declare and represent that no promises,
party may terminate this Agreement upon three days'notice in the event inducements, representations, warranties or other agreements, whether
of a material breach of the Agreement by the other party. Company express or implied, not contained herein, have been made, and further
expressly agrees to hold RPFS harmless from any liability arising out of declare and represent that they have not executed this Agreement in
RPFS'termination of its services hereunder.In the event of termination reliance upon any such promise,inducement,representation,warranty or
of this Agreement, Company shall promptly pay RPFS for all of the other agreement not contained herein.
services performed by RPFS prior to the termination of the Agreement. 15,This Agreement may only be modified,amended or supplemented
All fees paid are deemed earned. in a writing executed by the Parties hereto.
7. Neither the Company nor RPFS shall assign its interest in 16. No term or provision of this Agreement shall be deemed waived,
this Agreement without the written consent of the other. The services and no breach or default shall be deemed excused, unless such waiver,
to be provided pursuant to this Agreement are being performed solely consent or excuse is in writing,and signed by the Parties hereto. A waiver
for the benefit of the Company and UPRR and no benefit is meant to by a Party hereto of any breach or default by the other Party to this
be conferred upon any other person or entity,and no such person or Agreement shall not constitute a continuing waiver or a waiver of any
entity should rely upon RPFS' performance of its services to the subsequent breach or default hereunder by the other Party.
Company;and,no claim against RPFS shall accrue to any contractor, 17. In case any one or more of the provisions in this Agreement
subcontractor,owner,officer,director,consultant,engineer,supplier, should be declared by a court, arbitrator, or governmental agency or
fabricator, manufacturer, lender, tenant, surety, or any other third- department to be invalid, illegal or unenforceable in any respect, the
party as a result of this Agreement or the performance or non- validity,legality and enforceability of the remaining provisions contained
performance of services on this Project. herein shall not in any way be affected or impaired thereby.
8. Unless otherwise provided by specific agreement,RPFS shall 18. Each Party is or had an opportunity to be represented by counsel
have no responsibility for the discovery,presence,handling,removal or and made a full and independent investigation of the matters contained
disposal of or exposure of persons to hazardous materials or toxic herein and is only entering into this Agreement based on the Party's full
substances at the project site. satisfaction of the results of any investigation and arm's length
9. The Company agrees to indemnify and hold RPFS harmless negotiations. This Agreement will be deemed to have been jointly and
to the same extent the Company agreed to indemnify and hold UPRR equally drafted by the Parties.
harmless in its agreement with UPRR regarding this Project. If the 19. Time is of the essence in the performance of the terms and
Company lists UPRR as an additional insured on its insurance policy, conditions of this Agreement.
the Company also agrees to similarly list RPFS as an additional insured 20. In the event of any legal, equitable or alternative dispute
on its insurance policy as well. resolution proceeding to interpret or enforce this Agreement, the
10. To the extent any damage or claim is covered by insurance prevailing party shall be entitled to its reasonable legal fees and costs.
during performance of this Agreement,the Company and RPFS waive (Revised 05/17/16)
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