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Contract - Union Pacific Railroad Company - 8/26/2021 DocuSign Envelope ID:BC4810DB-F25D-4453-A66B-46B109F1El D5 QZ ID: TX491004 UPRR REMS Project 779610 REIMBURSEMENT AGREEMENT QUIET ZONE SERVICES Public Authority: CITY OF ROUND ROCK, TEXAS Effective Date: 91212021 Estimate: $41,250.00 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 PUBLIC AUTHORITY (Public Authority). RECITALS A. Public Authority desires to initiate the project more particularly described on Exhibit A attached hereto (Project). B. The Project may affect Railroad's track, right of way or operations at or near the Project area more particularly described on Exhibit A. C. Railroad agrees to collaborate with Public Authority on the progression of the Project in accordance with the terms and conditions of this Agreement and any federal regulations. AGREEMENT NOW THEREFORE, the parties hereto agree as follows: 1. Railroad, andlor its representatives, at Public Authority's sole cost and expense, agrees to perform (or shall cause a third-party consultant to perform on Railroad's behalf)the quiet zone (QZ) engineering services work described on Exhibit B attached hereto (QZ Work). Public Authority acknowledges and agrees that: (a) Railroad's review of any Project designs, plans andlor specifications, as part of the QZ 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 QZ Work; and (c) Public Authority's reliance on the QZ Work is at Public Authority's own risk. 2. Notwithstanding the Estimate, Public Authority agrees to reimburse Railroad andlor Railroad's third party consultant, as applicable,for one hundred percent (100%)of all actual costs and expenses incurred for the QZ Work. During the performance of the QZ Work, Railroad will provide (andlor will cause its third party consultant to provide) progressive billing to Public Authority based on actual costs in connection with the QZ Work. Within sixty (60) days after completion of the QZ Work, Railroad will submit (andlor will cause its third party consultant to submit) a final billing to Public Authority for any balance owed for the QZ Work. Public Authority shall pay Railroad (andlor its third-party consultant, as applicable) within thirty (30) days after Public Authority's receipt of any progressive and final bills submitted for the QZ Work. Bills will be -R-221- 221 Railroad Approved Form 08/09/2019 1 DocuSign Envelope ID: BC4810DB-F25D-4453-A66B-46B109F1 E1 D5 submitted to the Public Authority using the contact information provided on Exhibit C. Public Authority's obligation hereunder to reimburse Railroad (and/or its third party consultant, as applicable) for the QZ Work shall apply regardless if Public Authority declines to proceed with the Project or Railroad elects not to approve the Project. 3. Public Authority acknowledges and agrees that Railroad may withhold implementation or raise objections to the Project due to noncompliance with federal regulations or impacts to Railroad's safety, facilities or operations. 4. If Public Authority elects to move forward with the Project and the plans include Railroad work, Railroad shall prepare and forward to Public Authority a separate reimbursement agreement for preliminary engineering services to develop final plans and specifications, and prepare material and force cost estimates for any work required to be performed by the Railroad. The Agreement herein will remain in effect for the duration of the QZ Work described in Exhibit B. 5. Neither party shall assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. 6. No amendment or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties. 7. This Agreement sets forth the entire agreement between the parties regarding the Project and QZ Work. To the extent that any terms or provisions of this Agreement regarding the QZ Work are inconsistent with the terms or provisions set forth in any existing agreement related to the Project, such terms and provisions shall be deemed superseded by this Agreement to the extent of such inconsistency. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date. CITY OF ROUND RACK, TEXAS UNION PACIFIC RAILROAD COMPANY, a Delaware Corporation DocoSigned by. 7fri/ Signat a SignaFure CRoctiei AAI3RC� l Melinda S. DuBay Printed Name Printed Name Al_4 'R. Manager I —Engineering, Public Projects Title Title Railroad Approved Form 08/09/2019 2 DocuSign Envelope ID:BC4810DB-F25D-4453-A66B-46B109F1El D5 Exhibit A Project Description and Location Project Description City of Round Rock, TX proposes to establish a quiet zone at the crossings referred to below. Subdivision: Choctaw At-grade crossing locations, if known. Crossing DOT Type Milepost Street Name 439682D Public 157.90 Brushy Creek Road 439687M Private 159.56 Private 972310C Public 158.48 Harrell Parkway DocuSign Envelope ID:BC4810DB-F25D-4453-A66B-46B109F1El D5 Exhibit 8 Scope of Project Services Scope of work includes, but is not limited to the following. • Meetings • Field diagnostic(s) and inspections • Notice of intent review and comments • Public authority application review and comments • Notice of establishment review and comments • Implementation efforts • Grade crossing inventory updates • Travel expenses DocuSign Envelope ID:BC4810DB-F25D-4453-A66B-46B109F1ElD5 Exhibit C Billing Contact Information Name Bill Stablein Title Project Manager Street 3400 Sunrise Road City/State/Zip Round Rock, TX, 78665 Work Phone (512) 218-3237 Cell Phone Email bstablein@roundrocktexas.gov DocuSign Certificate Of Completion Envelope Id: BC4810DBF25D4453A66B46B109F1 E1 D5 Status:Completed Subject: Please Review&Execute:QZRA>TX>ROUND ROCK>TX491004 Source Envelope: Document Pages:5 Signatures: 1 Envelope Originator: Certificate Pages:5 Initials:0 Alex Campbell AutoNav: Enabled 1400 Douglas St MS910 Envelopeld Stamping: Enabled Omaha, NE 68179 Time Zone:(UTC-06:00)Central America acampbe@upcontractor.up.com IP Address: 198.47.204.197 Record Tracking Status:Original Holder:Alex Campbell Location: DocuSign 9/2/2021 10:02:27 AM acampbe@upcontractor.up.com Signer Events Signature Timestamp Melinda DuBay °°°uS'gned by: Sent:9/2/2021 10:06:34 AM msdubay@up.com.com Viewed:9/2/2021 10:10:04 AM '-056FA18B605E4A2... Engineering-Industry&Public Projects-Manager I Signed:9/2/2021 10:10:13 AM Union Pacific Railroad Security Level: Email,Account Authentication Signature Adoption: Uploaded Signature Image (None) Using IP Address:45.54.164.134 Electronic Record and Signature Disclosure: Accepted: 10/22/2019 1:45:20 PM ID: b444c606-4c5b-4dd4-8676-6d8de04f75ac In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Bill Stablein Sent:9/2/2021 10:10:14 AM roundrocktexas.bstablein@ 9 ov COPIED Viewed:9/2/2021 10:21:15 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign JONATHAN TURNER Sent:9/2/2021 10:10:15 AM jturner@moffatnichol.com L COPIED Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/2/2021 10:06:34 AM Certified Delivered Security Checked 9/2/2021 10:10:04 AM Signing Complete Security Checked 9/2/2021 10:10:13 AM Completed Security Checked 9/2/2021 10:10:15 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 10/10/2019 12:19:52 PM Parties agreed to:Melinda DuBay ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Union Pacific Corporation (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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