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UPRR REMS <br /> Project 802680 <br /> REIMBURSEMENT AGREEMENT <br /> PRELIMINARY ENGINEERING SERVICES <br /> Effective Date: <br /> Estimate: $300,000.00 <br /> THIS REIMBURSEMENT AGREEMENT (Agreement) is made and entered into as of the <br /> Effective Date, by and between UNION PACIFIC RAILROAD COMPANY, a Delaware <br /> corporation (Railroad), and CITY OF SAN MARCOS, TEXAS (Agency). <br /> RECITALS <br /> A. Agency desires to initiate the project more particularly described on Exhibit A <br /> attached hereto (Project). <br /> B. The Project will affect Railroad's track and right of way at or near the Project area <br /> more particularly described on Exhibit A. <br /> C. Railroad agrees to collaborate with Agency on the conceptualization and <br /> development of the Project in accordance with the terms and conditions of this Agreement. <br /> AGREEMENT <br /> NOW THEREFORE, the parties hereto agree as follows: <br /> 1. Railroad, and/or its representatives, at Agency's sole cost and expense, agrees to <br /> perform (or shall cause a third-party consultant to perform on Railroad's behalf) the preliminary <br /> engineering services work described on Exhibit B attached hereto (PE Work). Agency <br /> acknowledges and agrees that: (a) Railroad's review of any Project designs, plans and/or <br /> specifications, as part of the PE Work, is limited exclusively to potential impacts on existing and <br /> future Railroad facilities and operations; (b) Railroad makes no representations or warranties as <br /> to the validity, accuracy, legal compliance, or completeness of the PE Work; and (c) Agency's <br /> reliance on the PE Work is at Agency's own risk. <br /> 2. Notwithstanding the Estimate (Estimate), Agency agrees to reimburse Railroad <br /> and/or Railroad's third-party consultant, as applicable, for one hundred percent (100%) of all <br /> actual costs and expenses incurred for the PE Work. During the performance of the PE Work, <br /> Railroad will provide (and/or will cause its third-party consultant to provide) progressive billing to <br /> Agency based on actual costs in connection with the PE Work. Within sixty (60) days after <br /> completion of the PE Work, Railroad will submit (and/or will cause its third-party consultant to <br /> submit) a final billing to Agency for any balance owed for the PE Work. Agency shall pay Railroad <br /> (and/or its third-party consultant, as applicable) within thirty (30) days after Agency's receipt of <br /> any progressive and final bills submitted for the PE Work. Bills will be submitted to the Agency <br /> using the contact information provided on Exhibit C. Agency's obligation hereunder to reimburse <br /> Railroad (and/or its third-party consultant, as applicable) for the PE Work shall apply regardless <br /> whether Agency declines to proceed with the Project or Railroad elects not to approve the Project. <br /> 1 <br />