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DocuSign Envelope ID: 2F5F3565-2F94-4FAE-9888-C76DAEF111A2 anAi• .ULIIhtU N wr 'PICEF ) .,JUPo.Ir- J Q' REIMBURSEMENT AGREEMENT PRELIMINARY ENGINEERING SERVICES Effective Date: 8/12/2021 Agency: CITY OF SANTA ANA, CALIFORNIA Estimate: $25,000.0o N-2021-158 UPRR REMS Project 459563 THIS REIMBURSEMENT AGREEMENT (Agreement) is made and entered into as of the Effective Date, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation (Railroad), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (Agency). RECITALS A. Agency desires to initiate the project more particularly described on Exhibit A attached hereto (the Project). B. The Project will affect Railroad's track and right of way at or near the Project area more particularly described on Exhibit A. C. Railroad agrees to collaborate with Agency on the conceptualization and development of the Project in accordance with the terms and conditions of this Agreement. AGREEMENT NOW THEREFORE, the parties hereto agree as follows: 2. Railroad, and/or its representatives, at Agency's sole cost and expense, agrees to perform (or shall cause a third -party consultant to perform on Railroad's behalf) the preliminary engineering services work described on Exhibit B attached hereto (PE Work). Agency acknowledges and agrees that: (a) Railroad's review of any Project designs, plans and/or specifications, as part of the PE Work, is limited exclusively to potential impacts on existing and future Railroad facilities and operations; (b) Railroad makes no representations or warranties as to the validity, accuracy, legal compliance or completeness of the PE Work; and (c) Agency's reliance on the PE Work is at Agency's own risk. 3. Notwithstanding the Estimate (Estimate), Agency agrees to reimburse Railroad and/or Railroad's third -party consultant, as applicable, for one hundred percent (100%) of all actual costs and expenses incurred for the PE Work. During the performance of the PE Work, Railroad will provide (and/or will cause its third -party consultant to provide) progressive billing to Agency based on actual costs in connection with the PE Work. Within sixty (60) days after completion of the PE Work, Railroad will submit (and/or will cause its third -party consultant to submit) a final billing to Agency for any balance owed for the PE Work. Agency shall pay Railroad (and/or its third -party consultant, as applicable) within thirty (30) days after Agency's receipt of any progressive and final bills submitted for the PE Work. Bills will be submitted to the Agency using the contact information provided on Exhibit C. Agency's obligation hereunder to reimburse Railroad (and/or its third -party consultant, as applicable) for the PE Work shall apply regardless if Agency declines to proceed with the Project or Railroad elects not to approve the Project.