HomeMy WebLinkAboutCO 2025-246 - RailPros Field Services Inc____________
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AGREEMENT FOR
PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this 10th day of
January, 2025, by and between the City of Rancho Cucamonga, a municipal
corporation (“City”) and, RailPros Field Services Inc, a Corporation
(“Contractor”).
RECITALS
A.City has heretofore issued its request for proposals to perform the
following services: RWP Safety Training (“the Project”).
B.Contractor has submitted a proposal to perform the services described in
Recital “A”, above, necessary to complete the Project.
C.City desires to engage Contractor to complete the Project in the manner set
forth and more fully described herein.
D.Contractor represents that it is fully qualified and licensed under the laws
of the State of California to perform the services contemplated by this Agreement in a
good and professional manner.
AGREEMENT
NOW, THEREFORE, in consideration of performance by the parties of the
mutual promises, covenants, and conditions herein contained, the parties hereto agree as
follows:
1.Contractor’s Services.
1.1 Scope and Level of Services. Subject to the terms and conditions
set forth in this Agreement, City hereby engages Contractor to perform all services
described in Recitals “A” and “B” above, including, but not limited to RWP Safety
Training, all as more fully set forth in the Contractor’s proposal, entitled “Scope of
Services”, attached hereto as Exhibit “A”, and incorporated by reference herein. The
nature, scope, and level of the services required to be performed by Contractor are set
forth in the Scope of Work and are referred to herein as “the Services.” In the event of
any inconsistencies between the Scope of Work and this Agreement, the terms and
provisions of this Agreement shall control.
1.2 Revisions to Scope of Work. Upon request of the City the
Contractor will promptly meet with City staff to discuss any revisions to the Project
desired by the City. Contractor agrees that the Scope of Work may be amended based
upon said meetings, and, by amendment to this Agreement, the parties may agree on a
revision or revisions to Contractor’s compensation based thereon. A revision pursuant to
this Section that does not increase the total cost payable to Contractor by more than ten
City of Rancho C ucamonga
CONTRACT NUMBER
2025-246
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percent (10%) of the total compensation specified in Section 3, may be approved in
writing by City’s Manager without amendment.
1.3 Time for Performance. Contractor shall perform all services under
this Agreement in a timely, regular basis consistent with industry standards for
professional skill and care, and in accordance with any schedule of performance set forth
in the Scope of Work, or as set forth in a “Schedule of Performance”, if such Schedule is
attached hereto as Exhibit “B”.
1.4 Standard of Care. As a material inducement to City to enter into
this Agreement, Contractor hereby represents that it has the experience necessary to
undertake the services to be provided. In light of such status and experience, Contractor
hereby covenants that it shall follow the customary professional standards in performing
the Services.
1.5 Familiarity with Services. By executing this Agreement,
Contractor represents that, to the extent required by the standard of practice, Contractor
(a) has investigated and considered the scope of services to be performed, (b) has
carefully considered how the services should be performed, and (c) understands the
facilities, difficulties and restrictions attending performance of the services under this
Agreement. Contractor represents that Contractor, to the extent required by the standard
of practice, has investigated any areas of work, as applicable, and is reasonably
acquainted with the conditions therein. Should Contractor discover any latent or
unknown conditions, which will materially affect the performance of services, Contractor
shall immediately inform City of such fact and shall not proceed except at Contractor’s
risk until written instructions are received from the City Representative.
2. Term of Agreement. The term of this Agreement shall be 1 year and shall
become effective as of the date of the mutual execution by way of both parties signature
(the “Effective Date”). No work shall be conducted; service or goods will not be
provided until this Agreement has been executed and requirements have been fulfilled.
Parties to this Agreement shall have the option to renew in one (1) year increments to a
total of 1 year(s), unless sooner terminated as provided in Section 14 herein. Options to
renew are contingent upon the City Manager’s approval, subject to pricing review, and in
accordance to all Terms and Conditions stated herein unless otherwise provided in
writing by the City.
3. Compensation.
3.1 Compensation. City shall compensate Contractor as set forth in
Exhibit “A”, provided, however, that full, total and complete amount payable to
Contractor shall not exceed $206 (two hundred and six dollars and zero cents) per person
trained, including all out of pocket expenses, unless additional compensation is approved
by the City Manager or City Council. City shall not withhold any federal, state or other
taxes, or other deductions. However, City shall withhold not more than ten percent
(10%) of any invoice amount pending receipt of any deliverables reflected in such
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invoice. Under no circumstance shall Contractor be entitled to compensation for services
not yet satisfactorily performed.
The parties further agree that compensation may be adjusted in accordance
with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall
compensate Contractor for any authorized extra services as set forth in Exhibit A.
4. Method of Payment.
4.1 Invoices. Contractor shall submit to City monthly invoices for the
Services performed pursuant to this Agreement. The invoices shall describe in detail the
Services rendered during the period and shall separately describe any authorized extra
services. Any invoice claiming compensation for extra services shall include appropriate
documentation of prior authorization of such services. All invoices shall be remitted to
the City of Rancho Cucamonga, California.
4.2 City shall review such invoices and notify Contractor in writing
within ten (10) business days of any disputed amounts.
4.3 City shall pay all undisputed portions of the invoice within thirty
(30) calendar days after receipt of the invoice up to the not-to-exceed amounts set forth in
Section 3.
4.4 All records, invoices, time cards, cost control sheets and other
records maintained by Contractor relating to services hereunder shall be available for
review and audit by the City.
5. Representatives.
5.1 City Representative. For the purposes of this Agreement, the
contract administrator and City representative shall be Nancy Hernandez, Safety Officer,
or such other person as designated in writing by the City (“City Representative”). It shall
be Contractor’s responsibility to assure that the City Representative is kept informed of
the progress of the performance of the services, and Contractor shall refer any decisions
that must be made by City to the City Representative. Unless otherwise specified herein,
any approval of City required hereunder shall mean the approval of the City
Representative.
5.2 Contractor Representative. For the purposes of this Agreement,
Thomas Dodge, is hereby designated as the principal and representative of Contractor
authorized to act in its behalf with respect to the services specified herein and make all
decisions in connection therewith (“Contractor’s Representative”). It is expressly
understood that the experience, knowledge, capability and reputation of the Contractor’s
Representative were a substantial inducement for City to enter into this Agreement.
Therefore, the Contractor’s Representative shall be responsible during the term of this
Agreement for directing all activities of Contractor and devoting sufficient time to
personally supervise the services hereunder. Contractor may not change the Responsible
Principal without the prior written approval of City.
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6. Contractor’s Personnel.
6.1 All Services shall be performed by Contractor or under
Contractor’s direct supervision, and all personnel shall possess the qualifications,
permits, and licenses required by State and local law to perform such Services, including,
without limitation, a City business license as required by the City’s Municipal Code.
6.2 Contractor shall be solely responsible for the satisfactory work
performance of all personnel engaged in performing the Services and compliance with
the standard of care set forth in Section 1.4.
6.3 Contractor shall be responsible for payment of all employees’ and
subcontractors’ wages and benefits, and shall comply with all requirements pertaining to
employer’s liability, workers’ compensation, unemployment insurance, and Social
Security. By its execution of this Agreement, Contractor certifies that it is aware of the
provisions of Section 3700 of the California Labor Code that require every employer to
be insured against liability for Worker's Compensation or to undertake self-insurance in
accordance with the provisions of that Code, and agrees to comply with such provisions
before commencing the performance of the Services.
6.4 Contractor shall indemnify, defend and hold harmless City and its
elected officials, officers and employees, servants, designated volunteers, and agents
serving as independent contractors in the role of City officials, from any and all liability,
damages, claims, costs and expenses of any nature to the extent arising from Contractor’s
violations of personnel practices and/or any violation of the California Labor Code. City
shall have the right to offset against the amount of any fees due to Contractor under this
Agreement any amount due to City from Contractor as a result of Contractor’s failure to
promptly pay to City any reimbursement or indemnification arising under this Section 6.
6.5 Consultant shall provide the City notice if any of its employees or
its subcontractors and/or subcontractors’ employees that are proposed to provide Services
on any Projects are retirees from or current members of the California Public Employees’
Retirement System (CalPERS). It is City Practice to decline the services of employees of
Contractors who are CalPERS retirees or current members of CalPERS on any Project. In
addition, Consultant’s employees or subcontractors’ employees providing Services on
any Project shall work no more than 960 total hours in a fiscal year (July 1-June 30)
combined for the City and other CalPERS agencies.
6.6 In the event that Consultant or any employee, agent, or
subcontractor of Consultant or the subcontractor’s employee, providing services under
this Contract, is determined by a court of competent jurisdiction or staff of CalPERS, an
Administrative Law Judge or the CalPERS Board of Administration to be eligible for
enrollment as a member in CalPERS as an employee of the City, or by any other state or
federal agency to be an employee of the City under any circumstances, Consultant shall
indemnify, defend, and hold harmless the City for the payment of any employee and/or
employer contributions demanded by CalPERS, payment of any penalties and interest on
such contributions, as well as payment of any damages, wages, assessments, awards,
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judgments or charges incurred in relation thereto, whether awarded by a court,
Administrative law Judge or CalPERS any other state or federal agency, and payment of
reasonable attorneys’ fees incurred by the City in relation thereto.
6.7 Consultant agrees to follow the provisions of the Affordable Care
Act and shall indemnify, defend, and hold harmless the City for the payment of any
Affordable Care Act penalties, fines, damages, assessments, awards, judgments or
charges that the City may incur as a result of Consultant or any employee, agent,
subcontractor of Consultant or subcontractor’s employee providing services under this
Contract and payment of reasonable attorneys’ fees incurred by the City in relation
thereto.
6.8 Consultant agrees to follow the provisions of the California Paid
Sick Leave Law (AB 1522) and shall indemnify, defend, and hold harmless the City for
the payment of any related penalties, fines, damages, assessments, awards, judgments or
charges that the City may incur as a result of Consultant or any employee, agent, or
subcontractor of Consultant or subcontractor’s employee providing services under this
Contract and payment of reasonable attorneys’ fees incurred by the City in relation
thereto.
6.9 Consultant agrees to follow all applicable provisions of federal,
state and local law, statute and regulation in performance of this Contract as it relates to
employment of employees or otherwise, including but not limited to, the Federal Fair
Labor Standards Act and proper withholding of taxes, and shall indemnify, defend and
hold harmless the City for the payment of penalties, fines, damages, assessments, awards,
judgments or charges that the City may incur as a result of Consultant, or any employee,
agent, or subcontractor of Consultant, or subcontractor’s employee, performing services
under this Contract and payment of reasonable attorneys’ fees in relation thereto.
7. Ownership of Work Product.
7.1 Ownership. All documents, ideas, concepts, electronic files,
drawings, photographs and any and all other writings, including drafts thereof, prepared,
created or provided by Contractor in the course of performing the Services, including any
and all intellectual and proprietary rights arising from the creation of the same
(collectively, “Work Product”), shall remain the sole property of Contractor and shall not
be considered to be “works made for hire” for the benefit of the City. Upon payment
being made, and provided Contractor is not in breach of this Agreement, City shall have a
non-exclusive, non-transferable, royalty-free license to use the Work Product solely for
its internal use in connection with the Services provided by Contractor under this
Agreement. Contractor expressly retains all rights to reproduce, modify, distribute, or
otherwise use their product for any other purpose. Basic survey notes, sketches, charts,
computations and similar data prepared or obtained by Contractor under this Agreement
shall, upon request, be made available to City. Contractor retains the right to copyright
their product, so long as it does not include City proprietary information, and no portion
thereof shall be the subject of any common law or statutory copyright or copyright
application by City without Contractor’s prior written consent. In the event of the return
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of any of the Work Product to Contractor or its representative, Contractor shall be
responsible for its safe return to City. Under no circumstances shall Contractor fail to
deliver any draft or final designs, plans, drawings, reports or specifications to City upon
written demand by City for their delivery, notwithstanding any disputes between
Contractor and City concerning payment, performance of the contract, or otherwise. This
covenant shall survive the termination of this Agreement. City’s reuse of the Work
Product for any purpose other than the Project and as expressly permitted under this
Agreement, including but not limited to reuse outside the scope of the Services, shall be
at City’s sole risk and Contractor shall not be liable for such unauthorized use.
7.2. [Reserved].
7.3 Title to Intellectual Property. Contractor warrants and represents
that it has secured all necessary licenses, consents or approvals to use any
instrumentality, thing or component as to which any intellectual property right exists,
including computer software, used in the rendering of the Services and the production of
the Work Product and/or materials produced under this Agreement, and that City has full
legal title to and the right to reproduce any of the Work Product. Contractor shall defend,
indemnify and hold City, and its elected officials, officers, employees, servants,
attorneys, designated volunteers, and agents serving as independent contractors in the
role of City officials, harmless from any loss, claim or liability in any way related to a
claim that City’s use is violating federal, state or local laws, or any contractual
provisions, relating to trade names, licenses, franchises, patents or other means of
protecting intellectual property rights and/or interests in products or inventions.
Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret
or trademarked documents, materials, software, equipment, devices or processes used or
incorporated in the Services and materials produced under this Agreement. This covenant
shall survive the termination of this Agreement.
8. Status as Independent Contractor. Contractor is, and shall at all times
remain as to City, a wholly independent contractor. Contractor shall have no power to
incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of
City. Neither City nor any of its agents shall have control over the conduct of Contractor
or any of Contractor’s employees, except as set forth in this Agreement. Contractor shall
not, at any time, or in any manner, represent that it or any of its officers, agents or
employees are in any manner employees of City. Contractor shall pay all required taxes
on amounts paid to Contractor under this Agreement, and to defend, indemnify and hold
City harmless from any and all taxes, assessments, penalties, and interest asserted against
City by reason of the independent contractor relationship created by this Agreement.
Contractor shall fully comply with the workers’ compensation law regarding Contractor
and Contractor’s employees
9. Confidentiality. Contractor may have access to financial, accounting,
statistical, and personnel data of individuals and City employees. Contractor covenants
that all data, documents, discussion, or other information developed or received by
Contractor or provided for performance of this Agreement are confidential and shall not
be disclosed by Contractor without prior written authorization by City. City shall grant
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such authorization if applicable law requires disclosure. All City data shall be returned to
City upon the termination of this Agreement. Contractor’s covenant under this Section
shall survive for a period of three (3) years after the termination of this Agreement. This
provision shall not apply to information in whatever form that is in the public domain,
nor shall it restrict the Contractor from giving notices required by law or complying with
an order to provide information or data when such an order is issued by a court,
administrative agency or other legitimate authority, or if disclosure is otherwise permitted
by law and reasonably necessary for the Contractor to defend itself from any legal action
or claim.
10. Conflict of Interest.
10.1 Contractor covenants that it presently has no interest and shall not
acquire any interest, direct or indirect, which may be affected by the Services, or which
would conflict in any manner with the performance of the Services. Contractor further
covenants that, in performance of this Agreement, no person having any such interest
shall be employed by it. Furthermore, Contractor shall avoid the appearance of having
any interest, which would conflict in any manner with the performance of the Services.
Contractor shall not accept any employment or representation during the term of this
Agreement which is or may likely make Contractor “financially interested” (as provided
in California Government Code §§1090 and 87100) in any decision made by City on any
matter in connection with which Contractor has been retained.
10.2 Contractor further represents that it has not employed or retained
any person or entity, other than a bona fide employee working exclusively for Contractor,
to solicit or obtain this Agreement. Contractor has not paid or agreed to pay any person
or entity, other than a bona fide employee working exclusively for Contractor, any fee,
commission, gift, percentage, or any other consideration contingent upon the execution of
this Agreement. Upon any breach or violation of this warranty, City shall have the right,
at its sole and absolute discretion, to terminate this Agreement without further liability, or
to deduct from any sums payable to Contractor hereunder the full amount or value of any
such fee, commission, percentage or gift.
10.3 Contractor has no knowledge that any officer or employee of City
has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise,
in this transaction or in the business of Contractor, and that if any such interest comes to
the knowledge of Contractor at any time during the term of this Agreement, Contractor
shall immediately make a complete, written disclosure of such interest to City, even if
such interest would not be deemed a prohibited “conflict of interest” under applicable
laws as described in subsection 10.1.
11. Indemnification.
11.1 To the maximum extent permitted by law, the Contractor shall
defend, indemnify and hold the City, and its elected officials, officers, employees,
servants, volunteers, and agents serving as independent contractors in the role of City
officials, (collectively, “Indemnitees”),free and harmless with respect to any and all
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damages, liabilities, losses, reasonable defense costs or expenses (collectively, “Claims”),
including but not limited to Claims relating to death or injury to any person and injury to
any property, which arise out of, pertain to, or relate to the acts, omissions, activities or
operations of Contractor or any of its officers, employees, subcontractors, Contractors, or
agents in the performance of this Agreement. Contractor shall defend Indemnitees in any
action or actions filed in connection with any such Claims with counsel of City’s
reasonable choice, and shall pay all costs and expenses, including reasonable attorney’s
fees and experts’ costs incurred in connection with such defense. The indemnification
obligation herein shall not in any way be limited by the insurance obligations contained
in this Agreement provided, however, that the Contractor shall have no obligation to
indemnify for Claims arising out of the sole or comparative negligence or willful
misconduct of any of the Indemnitees.
11.2 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any
rights that they may possess against Contractor because of the acceptance by City, or the
deposit with City, of any insurance policy or certificate required pursuant to this
Agreement.
11.3 Waiver of Right of Subrogation. Except as otherwise expressly
provided in this Agreement, Contractor, on behalf of itself and all parties claiming under
or through it, hereby waives all rights of subrogation against the Indemnitees, while
acting within the scope of their duties, from all claims, losses and liabilities arising out of
or incident to activities or operations performed by or on behalf of the Contractor.
11.4 Survival. The provisions of this Section 11 shall survive the
termination of the Agreement and are in addition to any other rights or remedies which
Indemnitees may have under the law.
12. Insurance.
12.1 Liability Insurance. Contractor shall procure and maintain in full
force and effect for the duration of this Agreement, insurance against claims for injuries
to persons or damages to property which may arise from or in connection with the
performance of the services hereunder by Contractor, and/or its agents, representatives,
employees or subcontractors.
12.2 Minimum Scope of Insurance. Unless otherwise approved by City,
coverage shall be at least as broad as:
(1) Insurance Services Office Commercial General Liability
coverage (occurrence form CG 0001).
(2) Insurance Services Office form number CA 0001 (Ed.
1/87) covering Automobile Liability, code 1 (any auto).
(3) Worker’s Compensation insurance as required by the State
of California, and Employer’s Liability Insurance.
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12.3 Minimum Limits of Insurance. Contractor shall maintain limits no
less than:
(1) Commercial General Liability: $1,000,000 per occurrence
for bodily injury, personal injury and property damage.
Commercial General Liability Insurance or other form with
a general aggregate limit shall apply separately to this
Agreement or the general limit shall be twice the required
occurrence limit.
(2) Automobile Liability required if services include the use of
an automobile: $1,000,000 per accident for bodily injury
and property damage.
(3) Employer’s Liability: $1,000,000 per accident and in the
aggregate for bodily injury or disease and Workers’
Compensation Insurance in the amount required by law.
(4) The Insurance obligations under this Agreement shall be
the greater of (i) the Insurance coverages and limits carried
by the Contractor; or (ii) the minimum Insurance coverages
and limits shown in this Agreement. Any insurance
proceeds in excess of the specified limits and coverage
required which are applicable to a given loss, shall be
available to the City. No representation is made that the
minimum Insurance requirements of this Agreement are
sufficient to cover the obligations of the Contractor under
this agreement.
12.4 Deductibles and Self-Insured Retentions. Any deductibles or self-
insured retentions must be declared to and approved by the City and shall
not reduce the limits of coverage. City reserves the right to obtain a full
certified copy of any required insurance policy and endorsements.
12.5 Other Insurance Provisions.
(1) The commercial general liability and automobile liability
policies are to contain the following provisions on a
separate additionally insured endorsement naming the City,
its officers, officials, employees, designated volunteers and
agents serving as independent contractors in the role of
City officials, as additional insureds as respects: liability
arising out of activities performed by or on behalf of
Contractor; products and completed operations of
Contractor; premises owned, occupied or used by
Contractor; and/or automobiles owned, leased, hired or
borrowed by Contractor. The coverage shall contain no
limitations on the scope of protection afforded to City, its
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officers, officials, employees, designated volunteers or
agents serving as independent contractors in the role of
City officials which are not also limitations applicable to
the named insured.
(2) For any claims related to this Agreement, Contractor’s
insurance coverage shall be primary insurance as respects
City, its officers, officials, employees, designated
volunteers and agents serving as independent contractors in
the role of City officials. Any insurance or self-insurance
maintained by City, its officers, officials, employees,
designated volunteers or agents serving as independent
contractors in the role of City officials shall be in excess of
Contractor’s insurance and shall not contribute with it.
(3) Contractor’s insurance shall apply separately to each
insured against whom claim is made or suit is brought,
except with respect to the limits of the insurer’s liability.
(4) Contractor shall provide immediate written notice if (1) any
of the required insurance policies is terminated; (2) the
limits of any of the required polices are reduced; (3) or the
deductible or self insured retention is increased. In the
event of any cancellation or reduction in coverage or limits
of any insurance, Contractor shall forthwith obtain and
submit proof of substitute insurance. Should Contractor
fail to immediately procure other insurance, as specified, to
substitute for any canceled policy, the City may procure
such insurance at Contractor’s sole cost and expense.
(5) Each insurance policy required by this clause shall
expressly waive the insurer’s right of subrogation against
City, its elected officials, officers, employees, servants,
attorneys, designated volunteers, and agents serving as
independent contractors in the role of City officials.
(6) Each policy shall be issued by an insurance company
approved in writing by City, which is admitted and licensed
to do business in the State of California and which is rated
A:VII or better according to the most recent A.M. Best Co.
Rating Guide.
(7) Each policy shall specify that any failure to comply with
reporting or other provisions of the required policy,
including breaches of warranty, shall not affect the
coverage required to be provided.
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(8) Each policy shall specify that any and all costs of adjusting
and/or defending any claim against any insured, including
court costs and attorneys' fees, shall be paid in addition to
and shall not deplete any policy limits.
(9) Contractor shall provide any and all other insurance,
endorsements, or exclusions as required by the City in any
request for proposals applicable to this Agreement.
12.6 Evidence of coverage. Prior to commencing performance under this
Agreement, the Contractor shall furnish the City with certificates and original
endorsements, or copies of each required policy, effecting and evidencing the insurance
coverage required by this Agreement including (1) Additional Insured Endorsement(s),
(2) Worker’s Compensation waiver of subrogation endorsement, and (3) General liability
declarations or endorsement page listing all policy endorsements. The endorsements shall
be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All
endorsements or policies shall be received and approved by the City before Contractor
commences performance. If performance of this Agreement shall extend beyond one
year, Contractor shall provide City with the required policies or endorsements evidencing
renewal of the required policies of insurance prior to the expiration of any required
policies of insurance.
12.7 Contractor agrees to include in all contracts with all subcontractors
performing work pursuant to this Agreement, the same requirements and provisions of
this Agreement including the indemnity and insurance requirements to the extent they
apply to the scope of any such subcontractor’s work. Contractor shall require its
subcontractors to be bound to Contractor and City in the same manner and to the same
extent as Contractor is bound to City pursuant to this Agreement, and to require each of
its subcontractors to include these same provisions in its contract with any sub-
subcontractor.
13. Cooperation. In the event any claim or action is brought against City
relating to Contractor’s performance or services rendered under this Agreement,
Contractor shall render any reasonable assistance and cooperation that City might require.
City shall compensate Contractor for any litigation support services in an amount to be
agreed upon by the parties.
14. Termination. City shall have the right to terminate this Agreement at any
time for any or no reason on not less than ten (10) days prior written notice to
Contractor. In the event City exercises its right to terminate this Agreement, City shall
pay Contractor for any services satisfactorily rendered prior to the effective date of the
termination, provided Contractor is not then in breach of this Agreement. Contractor
shall have no other claim against City by reason of such termination, including any claim
for compensation beyond that of any amounts owed for services satisfactorily rendered
prior to the effective date of the termination. City may terminate for cause following a
default remaining uncured more than five (5) business days after service of a notice to
cure on the breaching party.
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Contractor may terminate this Agreement for cause upon giving the City D ten (10)
business days prior written notice for any of the following: (1) uncured breach by the
City of any material term of this Agreement, including but not limited to Payment
Terms; (2) material changes in the conditions under which this Agreement was entered
into, coupled with the failure of the parties to reach accord on the fees and charges for
any Additional Services required because of such changes.
15. Notices. Any notices, bills, invoices, or reports authorized or required by
this Agreement shall be in writing and shall be deemed received on (a) the day of
delivery if delivered by hand or overnight courier service during Contractor’s and City’s
regular business hours; or (b) on the third business day following deposit in the United
States mail, postage prepaid, to the addresses set forth in this Section, or to such other
addresses as the parties may, from time to time, designate in writing pursuant to the
provisions of this Section.
All notices shall be addressed as follows:
If to City: Nancy Hernandez, Safety Officer
10500 Civic Center Dr.
Rancho Cucamonga, CA 91730
If to Contractor: Thomas Dodge
5605 N. MacArthur Blvd. Suite 650
Irving, TX 75038
16. Non-Discrimination and Equal Employment Opportunity. In the
performance of this Agreement, Contractor shall not discriminate against any employee,
subcontractor, or applicant for employment because of race, color, creed, religion, sex,
marital status, national origin, ancestry, age, physical or mental handicap, medical
condition, or sexual orientation. Contractor will take affirmative action to ensure that
subcontractors and applicants are employed, and that employees are treated during
employment, without regard to their race, color, creed, religion, sex, marital status,
national origin, ancestry, age, physical or mental handicap, medical condition, or sexual
orientation.
17. Assignment and Subcontracting. Contractor shall not assign or transfer
any interest in this Agreement or subcontract the performance of any of Contractor’s
obligations hereunder without City’s prior written consent. Except as provided herein,
any attempt by Contractor to so assign, transfer, or subcontract any rights, duties, or
obligations arising hereunder shall be null, void and of no effect.
18. Compliance with Laws. Contractor shall comply with all applicable
federal, state and local laws, ordinances, codes and regulations in force at the time
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Contractor performs the Services. Contractor is aware of the requirements of California
Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of
Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the
payment of prevailing wage rates and compliance with other requirements on “public
works” and “maintenance” projects. If the Services are being performed as part of an
applicable “public works” or “maintenance” project, as defined by the Prevailing Wage
Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply
with such Prevailing Wage Laws. The applicable prevailing wage rate determinations
can be found at http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm Contractor
shall make copies of the prevailing rates of per diem wages for each craft, classification
or type of worker needed to execute the Services, available to interested parties upon
request, and shall post copies at the Contractor’s principal place of business and at the
Project site. Contractor shall defend, indemnify and hold the City, its elected officials,
officers, employees and agents free and harmless from any claim or liability arising out
of any failure or alleged failure to comply with the Prevailing Wage Laws.
19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of
any one or more of the conditions of performance under this Agreement shall not be a
waiver of any other condition of performance under this Agreement. In no event shall the
making by City of any payment to Contractor constitute or be construed as a waiver by
City of any breach of covenant, or any default which may then exist on the part of
Contractor, and the making of any such payment by City shall in no way impair or
prejudice any right or remedy available to City with regard to such breach or default.
20. Attorney’s Fees. In the event that either party to this Agreement shall
commence any legal action or proceeding to enforce or interpret the provisions of this
Agreement, the prevailing party in such action or proceeding shall be entitled to recover
its costs of suit, including reasonable attorney’s fees and costs of experts.
21. Exhibits; Precedence. All documents referenced as exhibits in this
Agreement are hereby incorporated in this Agreement. In the event of any material
discrepancy between the express provisions of this Agreement and the provisions of any
document incorporated herein by reference, the provisions of this Agreement shall
prevail.
22. Applicable Law and Venue. The validity, interpretation, and
performance of this Agreement shall be controlled by and construed under the laws of the
State of California. Venue for any action relating to this Agreement shall be in the San
Bernardino County Superior Court.
23. Construction. In the event of any asserted ambiguity in, or dispute
regarding the interpretation of any matter herein, the interpretation of this Agreement
shall not be resolved by any rules of interpretation providing for interpretation against the
party who causes the uncertainty to exist or against the party who drafted the Agreement
or who drafted that portion of the Agreement.
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24. Entire Agreement. This Agreement consists of this document, and any
other documents, attachments and/or exhibits referenced herein and attached hereto, each
of which is incorporated herein by such reference, and the same represents the entire and
integrated agreement between Contractor and City. This Agreement supersedes all prior
oral or written negotiations, representations or agreements. This Agreement may not be
amended, nor any provision or breach hereof waived, except in a writing signed by the
parties which expressly refers to this Agreement.
IN WITNESS WHEREOF, the parties, through their respective authorized
representatives, have executed this Agreement as of the date first written above.
Contractor Name: RailPros Field Services, Inc
By: ______________________________
Name Date
______________________________
Title
City of Rancho Cucamonga
By:___Nancy Hernandez 01/10/2025___
Name Date
__Safety Officer_________________
Title
By: ______________________________
Name Date
______________________________
Title
(two signatures required if corporation)
Darrin Pock 1/23/25
Project Manager
Robert Bunce 1/30/2025
Project Manager
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EXHIBIT A
SCOPE OF SERVICES
Date of Service:
Company Information
Company Name
Address
City, State & Zip
Contact Person
Phone Number Cell Number:
Email
Contact Name:
Contact Phone:
Contact Email:
Billing Address:
City, State & Zip Code
PO Number
Name
Street
City, State & Zip
Phone Number
Per Person Qty Amount
$206.00 TBD #VALUE!
909-477-2730
Description
Roadway Worker Protection (4hrs)
Rancho Cucamonga, CA 91730
Accounts Payable Information (Please provide a different contact than above)
City of Rancho Cucamonga
909-774-2946
nancy.hernandez@cityofrc.us
10500 Civic Center Drive
Rancho Cucamonga,CA 91730
Training Location
City of Rancho Cucamonga Public Works Service Yard
8794 Lion Street
SCRRA RWP Training
City of Rancho Cucamonga
10500 Civic Center Drive
Rancho Cucamonga, CA91730
Nancy Hernandez
909-774-2421 707-419-2926
nancy.hernandez@cityofrc.us
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EXHIBIT B
SCHEDULE FOR PERFORMANCE
RWP Safety Training
Date(s): Monday, January 13, 2025
Start time: 8:00am- 11:00am
Location: 8794 Lion St. Rancho Cucamonga, CA. 91730
Contact: Nancy Hernandez@ 909-774-2421 or 707-419-2926
Date(s): Monday, January 27, 2025
Start time: 8:00am- 11:00am
Location: 8794 Lion St. Rancho Cucamonga, CA. 91730
Contact: Nancy Hernandez@ 909-774-2421 or 707-419-2926
Date(s): Thursday, February 6, 2025
Start time: 8:00am- 11:00am
Location: 8794 Lion St. Rancho Cucamonga, CA. 91730
Contact: Nancy Hernandez@ 909-774-2421 or 707-419-2926
Title
(two signatures required if corporation) Initials
Page 1 of 1
AMENDMENT NO. 1
to
Agreement (CO 2025-246)
between
RailPros Inc (hereinafter Contractor)
and
City of Rancho Cucamonga (hereinafter “City”)
This Amendment No. 1 will serve to amend the Professional Services Agreement (hereinafter “Agreement”), CO#
2025-246 to incorporate the following:
RECITALS
A. City and Contractor entered into the Agreement on January 30, 2025 pursuant to which Contractor is in
the business of performing RWP Safety Training: and
B. Customer and Contractor desire to set forth in this Amendment Number (1) certain modifications to the
Agreement, and
C. In all other respects, the Agreement, as amended shall control the relationship between the Parties.
NOW, THEREFORE, in consideration of the Recitals and for other goods and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Item 1: The term of the agreement is hereby extended an additional year to June 30, 2026, in an amount that
shall not exceed $13,500 for railway safety training services during the period July 1, 2025-June 30,
2026.
Item 2: The cost per participant will increase to $212.18.
All other Terms and Conditions of the original Agreement CO 2025-246 will remain in full effect.
IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this
Amendment by way of e-signature by both parties and on the date indicated below. Please electronically sign
through Docusign no later than January 14, 2026. The Contractor will be provided one (1) fully executed copy of
the Amendment once all e-signatures are obtained.
RailPros Inc
By:
Name Date
City of Rancho Cucamonga
By:
Name Date
Title Title
By:
Name Date
By:
Name Date