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DocuSign Envelope ID: 2F5F3565-2F94-4FAE-9888-C76DAEF111A2 <br />4. Agency acknowledges and agrees that Railroad may withhold its approval for the <br />Project for any reason in its sole discretion, including without limitation, impacts to Railroad's <br />safety, facilities or operations. If Railroad approves the Project, Railroad will continue to work with <br />Agency to develop final plans and specifications and prepare material and force cost estimates <br />for any Project related work performed by Railroad. <br />5. If the Project is approved by Railroad, Railroad shall prepare and forward to <br />Agency a Construction and Maintenance Agreement (C&M Agreement) which shall provide the <br />terms and conditions for the construction and ongoing maintenance of the Project. Unless <br />otherwise expressly set forth in the C&M Agreement, the construction and maintenance of the <br />Project shall be at no cost to Railroad. No construction work on the Project affecting Railroad's <br />property or operations shall commence until the C&M Agreement is finalized and executed by <br />Agency and Railroad. <br />6. Neither party shall assign this Agreement without the prior written consent of the <br />other party, which consent shall not be unreasonably withheld, conditioned or delayed. <br />7. No amendment or variation of the terms of this Agreement shall be valid unless <br />made in writing and signed by the parties. <br />8. This Agreement sets forth the entire agreement between the parties regarding the <br />Project and PE Work. To the extent that any terms or provisions of this Agreement regarding the <br />PE Work are inconsistent with the terms or provisions set forth in any existing agreement related <br />to the Project, such terms and provisions shall be deemed superseded by this Agreement to the <br />extent of such inconsistency. <br />IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the <br />Effective Date. <br />CITY OF SANTA ANA, CALIFORNIA UNION PACIFIC RAILROAD COMPANY, <br />a Delaware Corporation <br />Locumunea by: <br />o <br />Signature �mlat oai a <br />Krictine Rjdgy <br />Printed Name <br />rity Manacer <br />Title <br />�.fi ITr <br />ATTES� ^(1 <br />Daisy Gomez, Clerk of Council <br />APPROVED AS TO FORM: <br />Lwa- A . R <br />Laura A. Rossini, Chief Assistant City Attorney <br />Kenneth Tom <br />Printed Name <br />Manager I, Engineerinq — Public Projects <br />Title <br />RECOMMENDED FOR APPROVAL: <br />L . -a1 <br />Nabil Saba, Executive Director <br />Public Works Agency <br />