RailPros Field Services, Inc.
MASTER SERVICES
AGREEMENT
This Master Services Agreement ("MSA") 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 attached hereto as Exhibit A. (the "SOW"). The SOW is expressly incorporated herein by reference for all purposes. The SOW also provides RailPros' charges for services requested.
This MSA shall become effective upon Customer's latest signature to this MSA (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 separately provide safety training and flagging and inspection services ("Services") and—subject to the terms and conditions set forth herein—is willing to perform such Services; and
WHEREAS, it is anticipated the Services relate to Customer's work, construction, supervision, or monitoring of projects affecting property rights owned by a railroad company (the "Carrier"), and WHEREAS, Customer and RailPros acknowledge RailPros will provide Services to the Customer (1) in accordance with the terms of this MSA, (2) within the parameters set forth in the SOW, and (3) to the reasonable satisfaction of the Customer. The terms and condition herein shall be construed and interpreted in a manner that allows for seamless application across this project, with necessary adjustments made to address specific characteristics or requirements of said project. Any modifications or additions required to extend the application of this MSA to additional projects shall be made in good faith by Customer and RailPros through a mutual written amendment to this MSA and in accordance with the provisions outlined herein.
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.SERVICES: RailPros shall provide Services to the Customer in accordance with the terms of this MSA, within the parameters set forth in the SOW, and to the reasonable satisfaction of the Customer.
As used herein, the term "SERVICES" includes all work performed by RAILPROS pursuant to this MSA and the SOW.
2.COST FOR SERVICES: In turn, the Customer shall pay RailPros for its services at the applicable rate(s) set forth in Exhibit B. The Customer shall pay RailPros for all services, costs, and expenses that RailPros incurs in performing the Services including without limitation: labor, supplies and material; direct and indirect labor and contractor charges including additives; RailPros additives and overhead, as such are in effect on the date RailPros prepares its billing (monthly and/or final); and all applicable taxes due, paid, or payable by RailPros on such Services, including sales and use taxes, business and occupation taxes, and similar taxes ("Actual Costs"). Any estimate provided by RailPros for the Services to be provided shall not be a limitation on the total cost to provide the Services or the costs and expenses incurred. Customer shall reimburse RailPros, in full, for all Services provided by RailPros in connection with this
project. Notwithstanding the foregoing, the Parties understand and agree that full and complete payment for all Services and reimbursable costs, if any, shall not exceed five hundred thousand dollars ($500,000) ("Contract Amount"). The Contract Amount does not constitute a guarantee of payment to Provider but instead constitutes a spending option for Anaheim, as may be needed.
3.ANNUAL CPI ADJUSTMENT: The fees or payments specified in this MSA shall be subject to an annual adjustment based on the year-over-year changes in the Consumer Price Index (CPI). The adjustment shall take effect every year on August 1s t of the corresponding year, and subsequent adjustments shall continue to occur annually thereafter in the same manner. Notwithstanding the CPI adjustment, the Customer is subject to a maximum 3% rate increase per this Section, and by signing this MSA, Customer is agreeing to this annual increase.
4.AUTHORIZATION TO PROCEED. Unless stated otherwise in this MSA, full execution of this MSA shall be authorization from Customer to RailPros to proceed with providing any Services requested in writing by Customer.
5.STANDARD OF PRACTICE. RailPros warrants that the Services will be provided in a workmanlike manner, RailPros Personnel will have the requisite experience, skills, knowledge, training and education to perform Services in a professional manner and in accordance with this MSA. 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. No other representation expressed or implied, and no warranty or guarantee is included or intended in this MSA, or in any report completed by RailPros.
6.BILLING AND PAYMENT: Customer agrees to pay RailPros for Services provided by RailPros in conjunction with the project according to the rates and charges set forth and incorporated into this MSA in Exhibit B. 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 of an Invoice, and Customer shall remit payment to RailPros at 1320 Greenway Dr., Suite 490, Irving, Texas 75038. Customer agrees to pay interest on the balance of invoices not paid within thirty (30) days of the date of the invoice at 1.5% per month. In the event Customer fails to timely remit payment to RailPros as required in this Section 6, 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 6. RailPros' right to cease providing Services based on nonpayment and/or untimely payment is independent of any right(s) set forth in Section 7 of this MSA. In the event that the project is remobilized, Customer shall additionally pay the cost of remobilization and shall amend this MSA appropriately to account for resulting changes in budget, scope, and schedule.
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 min 1 (a "Complaint") within ten (10) business days of its receipt of the challenged Invoice. A Complaint must set forth, in detail: the Services and/or Invoice entries that Customer is contesting, the basis for Customer's Complaint, and 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.
7.TERM & TERMINATION: This MSA shall commence on the Effective Date and shall continue until the earlier of (i) the completion of all Services ordered by Customer up to the Contract Amount or (ii) termination of this MSA. RailPros may terminate this MSA without liability, effective upon providing notice to Customer, if Customer materially breaches a provision of this MSA and fails to cure its breach within ten (10) business days after receipt of written notice of its breach, becomes insolvent or admits
and/or demonstrates its inability or unwillingness to pay its debts as they become due. In addition, RailPros may terminate this MSA by written notice to the Customer if Customer modifies the engagement in such a way that makes this MSA inappropriate for accomplishing the modified engagement, or at any other time. In that event, the Customer shall pay RailPros for services performed to the effective date of termination.
Customer may terminate this MSA, 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. This written notice must be submitted to [email protected] in addition to any other communication requirements set forth in Section
9. 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 rate(s) set forth in Exhibit B.
8.BENEFITS AND LIMITATIONS: This MSA benefits solelythe Parties hereto and their respective successors and permitted assigns. Nothing in this MSA, expressly or impliedly, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this MSA. RailPros shall have no obligation or responsibility for the discovery, presence, handling, removal, or disposal of hazardous materials or toxic chemicals.
9. REPRESENTATIVES AND COMMUNICATION: Customer shall designate in the SOW an individual with authority to act on behalf of Customer as to all aspects of the Services in the SOW. 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 (including notices of termination) to RailPros must use the following address information:
RailPros Field Services,
Inc
1320 Greenway Dr., Suite 490
Irving, Texas 75038
And by email to SCRRA.Info@railprc
10. LIMITATION OF LIABILITY: Customer agrees to limit RailPros' liability arising from RailPros' professional acts, errors, or omissions, such that the total aggregate liability of RailPros shall not exceed RailPros' total fee paid by Customer for the services rendered as part of this MSA. Neither RailPros nor the Customer shall be liable for any defaults, faults, delays or failures under this MSA and/or in performance beyond their control, including, but not limited to, acts of God, storms, floods, fires, epidemics, strikes, lockouts, labor restrictions by governmental authority, civil riots, war, acts of terrorism and pandemics. RailPros shall not be in default or responsible for any damages due to any delays of performance caused by Customer or its contractors or subcontractors.
11. SITE SAFETY: Customer will be solely responsible for working conditions at the Project site, compliance with safety requirements of the carrier, local safety requirements, and Occupational Safety and Health Administration regulations. RailPros does not warrant or guarantee the overall safety of
any worksite(s) located at or near the carrier's track, rail line, or other property.
12. DISPUTE RESOLUTION: Any dispute, claim, or disagreement arising out of or in relation to this MSA shall be referred to senior management of each Party for resolution. If the senior management are able to resolve the dispute, such resolution shall be binding on the Parties. In the event the senior management are unable to resolve the dispute within thirty (30) business days (or such other period as the Parties may agree upon) of referral, the Parties agree to engage in mediation as a prerequisite to litigation, aiming to resolve the matter amicably before pursuing legal action.
Provided, however, in the event the Parties are unable to reach a resolution under mediation, the Parties shall have the right to pursue any other legal actions or remedies that may be available to them, including litigation. All legal communication to RailPros must be addressed to:
RailPros Field Services,
Inc Attn: Legal
1320 Greenway Dr., Suite 490
Irving, Texas 75038
And by email to [email protected]
In the event of litigation or arbitration between the two Parties to this MSA, all reasonable costs and attorney's fees incurred by the prevailing Party to enforce this MSA shall be reimbursed by the non- prevailing Party.
13. CONSEQUENTIAL DAMAGES: Customer shall not be liable to RailPros and RailPros shall not be liable to Customer for any consequential damages incurred by either Party due to the fault of the other, regardless of the nature of this fault, or whether it was committed by Customer or RailPros, their employees, agents, or subcontractors. Consequential damages include, but are not limited to, loss of use and loss of profit.
14. INDEMNIFICATION: RailPros and Customer each agree to indemnify, defend, and hold the other, its subsidiaries, and its respective successors, assigns, directors, officers, employees, agents, stockholders, and affiliates (collectively, "Indemnified Parties") harmless from any claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses, including but not limited to reasonable attorneys' fees and costs (collectively, "Claims"), actually or allegedly, directly or indirectly, arising out of or related to (1) any breach of any representation or warranty of Customer contained in this MSA; (2) any breach or violation of any covenant or other obligation or duty of Customer or other parties not named under this MSA or under applicable law; and (3) any third party Claims which arise out of, relate to, or result from any act or omission of Customer, in each case whether or not caused in whole or in part by the negligence of RailPros, or any other Indemnified Party, and whether or not the relevant Claim has merit.
15. INSURANCE: In connection with RailPros' providing the Services, Customer agrees to obtain the insurance policies described in Exhibit C. These policies shall collectively be referred to as the "Policies." The Customer assumes all liability for workers' compensation, employers' liability coverage, and any additional coverage for its own employees.
16. NON-WAIVER OF RIGHTS AND REMEDIES: The failure of any Party to enforce at any time any provision of this MSA shall not be construed to be a waiver of such provision, nor in any way affect the validity of this MSA or any part thereof or the right of any person thereafter to enforce each and every provision. No waiver of any breach of this MSA shall be held to constitute a waiver of any other
breach.
17. SUSPENSION: RailPros may suspend performance of services hereunder at any time by providing the Customer with a five (5) day written notice. All suspensions shall extend this MSA's completion date commensurably, subject to approval by RailPros, which shall not be reasonably withheld.
18. VENUE: This MSA shall be interpreted and construed under the laws of the jurisdiction where the work is performed, and venue for all suits arising out of or relating to this MSA shall be brought exclusively in a state district or county court residing in the same jurisdiction where the work is performed.
19. CONFIDENTIALITY: Customer shall hold confidential all business or technical information obtained from RailPros or its affiliates or generated in the performance of services under this MSA. Customer shall not disclose such information without RailPros' written consent.
Notwithstanding the foregoing, if Customer becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand, or similar process) to disclose any confidential information of RailPros or is requested such information pursuant to the California Public Records Act or similar law, Customer will provide RailPros with written notice of such an occurrence (if so permitted) as soon as possible, but in no event later than five (5) days after knowledge of the obligation to such requirement. Thereafter, at its sole costs and expense, RailPros may seek a protective order or other appropriate remedy or waive compliance with the provisions of this MSA. If RailPros fails to obtain such protective order or other remedy, or if RailPros waives compliance with the requirements of the preceding sentence, Customer will disclose the confidential information that it is legally required to disclose.
20. ASSIGNABILITY: No right or obligation under this MSA will be assigned without the prior written consent of the other Party. Any assignment without such consent will be void.
21. SEVERABILITY: If any provision of this MSA is prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or any remaining provisions of this MSA.
22. EQUAL OPPORTUNITY: RailPros is committed to providing equal opportunities to all individuals and businesses in the provision of services, without regard to race, color, religion, sex, national origin, age, disability, genetics, sexual orientation, gender identity, or any other characteristic protected by applicable federal, state, or local law. RailPros shall not discriminate against any service provider or potential service provider on the basis of race, color, religion, sex, national origin, age, disability, genetics, sexual orientation, gender identity, or any other protected characteristic. RailPros will make reasonable accommodations for qualified individuals with disabilities or for sincerely held religious beliefs, in accordance with applicable laws and regulations. RailPros expects all customers, contractors, subcontractors, and vendors to adhere to the principles of equal opportunity in their dealings with employees, subcontractors, suppliers, and customers. Any instances of discrimination or harassment based on protected characteristics shall be promptly addressed and may result in termination of the MSA. RailPros is committed to fostering a work environment free from discrimination and harassment, and all service providers are expected to support this commitment.
23. GENERAL TERMS: This MSA may not be altered, amended, modified, or otherwise changed, except by a writing duly executed by the Parties hereto. This MSA constitutes the final and entire agreement between the Parties, and this MSA supersedes all prior understandings and agreements, if any, among or between the Parties.
The following signatories are the authorized representatives upon whose decisions and information each Party may rely in performance of this MSA. Digital signatures obtained through DocuSign shall be considered valid and binding as though signed in ink. Any information or notice required or permitted hereunder shall be deemed to have been sufficiently given to either Party if given to these signatories or to such parties and/or address as they may subsequently designate. [Signature page follows]
By:
Andrew Lee
Deputy City Attorney
—10— 2472,1—
II 11111• IN WITNESS WHEREOF, the Parties hereto have executed this MSA as of the date of the last signature below.
RAILPROS
Darrin Pock
Printed Name
Project Manager
-s-rgnature
[email protected]
CUSTOMER
Dukku Lee
Public Utilities General Manager
Signature
Title
Date
Public Utilities General Manager
City of Anaheim
201 S. Anaheim Blvd. Suite 1101
Anaheim, CA 92805
Copy to:
Anaheim City Clerk
City of Anaheim
200 S. Anaheim Blvd., 2nd Floor
Anaheim, CA 92805
Email
4/3/2025
Date
270 E Bonita Ave Suite 100, Pomona CA 91767
Company Address
ATTEST
By:
Date:
Theresa Bass
Anaheim City Clerk
APPROVED AS TO FORM:
ANAHEIM CITY ATTORNE OFFICE
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
RAILPROS
EXHIBIT A - SCOPE OF WORK
CUSTOMER:
City of Anaheim
Jonathan Sanks
714-765-4117
[email protected]
RailPros (SOW) Scope of Work
RailPros agrees to provide Services to Customer at the dates, locations and times requested by Customer. The Services will be provided pursuant to the terms and conditions in the MSA. RailPros will require employees and any subcontractors and agents involved in the providing such Services to comply with the applicable terms of the MSA 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 the MSA. 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 be covered by the MSA 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.
RailPros cannot guarantee availability of RWICs and Inspectors. Advance coordination and submission of 3-week look ahead schedule will help secure RWIC and Inspectors availability.
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 [email protected].
RAILROAD FLAGGING SERVICES
RailPros shall provide qualified Roadway Workers-In-Charge (RWIC) personnel to support third-party contractors working under a Right of Entry (ROE) Agreement. RWIC personnel shall have the requisite knowledge and experience to safely work on railroad property. RailPros will provide guidance to ROE Agreement projects to determine the appropriate Railroad Flagging required for the project to ensure compliance with Southern California Regional Rail Authority's (Authority)and other regulatory requirements (e.g., indicating when additional RWICs may be needed due to the number of workers, the locations of work groups within an area, or types of activities planned).
RAILROAD TRAINING SERVICES
RailPros is an authorized trainer of Authority provided curriculum for Railroad Safety Training administered to third party contractors working under a ROE Agreement. RailPros will provide qualified training instructors for classes. In-classroom training must be held at spaces capable of conducting training classes for at least 25 students plus the instructor(s). RailPros will provide all classroom materials for the facilitation of training classes.
RAILROAD CONSTRUCTION INSPECTION
Railroad Construction Inspection during critical phases of construction impacting the right-of-way and prior to the close out of ROE Agreement Projects that include installation of permanent facilities or modification to an existing permanent facility which impacts clearances, drainage, track stability or railroad operation. Inspectors must visually verify work is compliant with approved plans and meet Authority's standards and specifications.
RAILROAD SIGNAL SYSTEM INSPECTION
Signal System Inspection services for rehabilitation, capital construction, design support, third party projects, or other activities on the right-of-way. Signal system inspections will verify compliance with approved plans, Authority's standards and specifications, and the Authority's Signal Maintenance Manual (SMM).
Signal System Inspection includes inspection of switches/turnouts, grade crossing equipment, track circuits, hazard detectors, underground cabling, power drops, standby generators and houses, cases, vaults, and junction points identified in the Right of Entry.
RAILROAD COMMUNICATIONS SYSTEM INSPECTION
Railroad Communication System Inspection services for rehabilitation, capital construction, design support, third party projects, or other activities on the right-of-way. Communications System inspections will verify compliance with approved plans, Authority's standards and specifications, and
RAILPROS
industry best practices.
Communication System Inspections includes inspections of voice communications, digital and ethernet data radios, microwave, fiber optic systems, video systems, underground cabling, power drops, tower sites, visual messaging, public address and communication equipment and houses, cases, vaults and junction points identified in the On-Call Work Directive scope.
RAILROAD TRACK INSPECTION
Railroad Track Inspection services for rehabilitation, capital construction, design support, third party projects, or other activities on the right-of-way. Track inspections will verify compliance with approved plans, Authority's standards and specifications, compliance with FRA and CPUC requirements, and the Authority's Track Maintenance Manual (TMM).
Track Inspections include conducting track inspections in accordance with FRA Part 213, verifying project compliance with the Authority's Continuous Welded Rail Plan.
STRUCTURAL INSPECTION
Inspection services for rehabilitation, capital construction, design support, third party projects, or other activities on the right-of-way. Structural inspections will verify compliance with approved plans, Authority's standards and specifications, and the Authority's Bridge Maintenance Program (BMP) — Bridge, Culvert, and Tunnel Safety Management Plan.
Structural Inspections include inspections of drainage systems, culverts, railroad bridges, trestles, tunnels, piers, cut and fill slopes, earth retaining structures and all other structures that are part of the ROW.
RAILROAD CONSTRUCTION INSPECTION
Railroad Construction Inspection services for rehabilitation, capital construction, design support, third party projects, or other activities on the right-of-way. Inspections include daily observations of work within the railroad right-of-way, visual observation of work, and verification of compliance with approved plans and Authority's standards and specifications
EXHIBIT B - RATES & FEES
RailPros provides associates with extensive railroad experience, all qualified in GCOR, Maintenance-of-Way, and On-Track Safety. All our RWIC's are dedicated to safety on the jobsite and have an acute understanding of railroad operating rules, safety rules and railroad standards.
RailPros charges an hourly rate for the RWIC services and the RWIC's vehicle utilized. Our services are billed for the RWIC's time on site, to include any time setting up and taking down track protection, if applicable. Any time beyond the RWIC's 8th to 12th hour will be charged at an hourly overtime rate. Anytime beyond the RWIC's 12th hour will be charged at an hourly double time rate.
The rates for our services are as follows for work performed on, over or under Southern California Regional Rail Authority's Right of Way:
RWP Training:
Trainin: .er .erson
Railroad Flagging Services: —11111 11.1.11111_
Straight Time Rate
$200.00
Hourly Rates
$140.01
Overtime rate per hour $175.27
Double-time rate per hour $210.52
Railroad Construction Inspection Services:
Straight Time Rate $140.01
Overtime rate per hour $175.27
Double-time rate per hour $210.52
. i . ii . ' .. rvi e : AM.
Straight Time Rate $217.72
Overtime rate per hour $175.27
Double-time rate per hour $210.52
Railroad Communications Systems Inspection Services:
Straight Time Rate $203.00
Overtime rate per hour $28-4.27
Double-time rate per hour $350.82
'Railroad Track Inspection Services: a_
Straight Time Rate $203.00
Overtime rate per hour $265.05
Double-time rate per hour $327.10
Structural Inspection Services:
Straight Time Rate $203.00
Overtime rate per hour $265.05
Double-time rate per hour $327.10
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 SCRRA.InfoPRailPros.com.
This quote is based on RailPros standard labor rates and does not take into any account prevailing wage requirements. If prevailing wages are applicable for this project, RailPros will re-quote based on the prevailing wage requirements.
nlRAILPROS
Please contact RailPros at 877-315-0513 or SCRRA.InfoPrailoros.com for more information. niRAILPROS
EXHIBIT C - INSURANCE
Customer shall procure and maintain for the duration of this MSA 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 its agents, representatives, and employees, as applicable.
A. Minimum Scope of Insurance. 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 CA. & Employer's Liability Insurance.
B. Minimum Limits of Insurance. Customer shall maintain limits no less than:
1. General Liability: $2,000,000 per occurrence for bodily injury, personal injury, and Property damage.
2. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
3. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
4. Workers' Compensation: statutory limit; Employer's Liability: $1,000,000 per accident for bodily injury or disease.
5. Professional liability: $1,000,000 per occurrence and $1,000,000 general aggregate.
6. Umbrella liability: $10,000,000 aggregate.
7. Railroad Protective Liability Insurance: $2,000,000 per occurrence, combined single limit for coverage and for losses arising out of injury to or death of all persons and for physical loss or damage to or destruction of property, including the loss of use thereof. $6,000,000 aggregate applies.
• If coverage is provided on the London claims-made form, the following provisions shall apply:
o The limits of liability shall be not less than $3,000,000 per occurrence, combined single limit. A $9,000,000 aggregate may apply. o Declarations item 6, extended claims made date, shall allow an extended claims made period no shorter than the length of the original policy period plus one year.
o If equivalent or better, wording is not contained in the policy form, the following
endorsement must be included: It is agreed that "physical damage to Property" means direct and accidental loss of or damage to rolling stock and their contents, mechanical construction equipment or motive power equipment, railroad tracks, roadbed, catenaries, signals, bridges, or buildings.
C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by Southern California Regional Rail Authority (SCRRA) and RailPros. At the option of SCRRA, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects SCRRA and RailPros, its officials and employees or the Customer shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
C. Certificate of Insurance. Customer shall provide RailPros with certificates of insurance evidencing the above coverages and endorsements upon request by RailPros and upon renewal of each policy thereafter.
D. Other Insurance Provisions.
1. The Commercial General Liability and Automobile Liability policies are to contain, or be endorsed to contain, the following provisions:
a. SCRRA and RailPros, its subsidiaries, officials and employees are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Customer; premises owned, occupied or used by Customer, or automobiles owned, leased, hired or borrowed by Customer. The coverage shall contain no special limitations on the scope of protection afforded to SCRRA and RailPros, its subsidiaries, officials and employees. b. For any claims related to this project, Customer's insurance coverage shall be primary insurance as respects SCRRA and RailPros, its subsidiaries, officials and employees. Any insurance or self-insurance maintained by SCRRA and RailPros, its officers, officials, employees or volunteers shall be in excess of Customer's insurance and shall not contribute with it.
c. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to SCRRA RailPros, its subsidiaries, officials and employees.
d. Customer 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.
c. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to SCRRA and/or RailPros.
2. The Workers' Compensation endorsement shall contain a Waiver of Subrogation against RailPros. The Customer shall provide to RailPros an endorsement from the Workers' Compensation insurer, if any, agreeing to waive all rights of subrogation against RailPros for injuries to employees
of the Insured resulting from work for RailPros or use of RailPros' premises or facilities.
3. It shall be a requirement under this MSA that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits included above shall be available to RailPros, provided that the total available insurance proceeds shall not exceed the contract amount. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this MSA; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, up to the contract amount; whichever is greater.
E. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise approved by SCRRA and RailPros.
F. Certificate Holders/Additional Insured.
1. Certificate holder and/or insured will include the following:
a. SCRRA
2. Additionally Insured will be the following:
a. Los Angeles County Metropolitan Trans. Auth. (MTA) Burlington Northern Santa Fe Corp. (BNSF)
b. Orange County Transportation Authority (OCTA) Union Pacific Railroad Company (UPRR)
c. Riverside County Transportation Commission (RCTC)
d. National Railroad Passenger Corp. (AMTRAK)
e. San Bernardino County Transportation Authority (SBCTA) f. Ventura County Transportation Commission (VCTC)
G. Verification of Coverage. Contractor shall furnish RailPros with original endorsements evidencing coverage required by this clause prior to execution of this Agreement by RailPros. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by RailPros before work commences. Customer's insurer may provide complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications.
H. Subcontractors. Customer shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all the requirements stated herein.