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3.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 <br />with Agency to develop final plans and specifications and prepare material and force cost <br />estimates for any Project related work performed by Railroad. <br />4.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 />5.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 />6.No amendment or variation of the terms of this Agreement shall be valid unless <br />made in writing and signed by the parties. <br />7.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to the Project, such terms and provisions shall be deemed superseded by this Agreement to the 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 />THE CITY OF PLEASANTON, CALIFORNIA UNION PACIFIC RAILROAD COMPANY, <br />a Delaware Corporation <br />Signature Signature <br />Amber Stoffels <br />Printed Name Printed Name <br />Manager I, Industry & Public Projects <br />Title Title <br />Page 63 of 242