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SCRRA and "Operating Railroads" [as used herein "Operating Railroads means any other passenger or freight-related railroad company(s) operating on SCRRA track(s), including the National Railroad Passenger Corporation ("AMTRAK"), the Union Pacific Railroad Company ("UPRR"), and the BNSF Railway Company ("BNSF")], operate trains and rail equipment through the crossing locations on tracks and right-of-way owned by OCTA. CITY and SCRRA desire to cooperate and complete the PROJECT with the least amount of disruption to vehicle and rail traffic. AGREEMENT In consideration of the promises and mutual understandings of the parties hereto, SCRRA and the CITY agree as follows: SECTION I SCRRA AGREES: To manage and oversee the design, construction, construction management (including inspection and materials testing and the preparation of traffic control and detour plans), and cause the completion of the PROJECT, in accordance with the approved PROJECT Plans and Specifications, as well as to manage, coordinate and exercise control over all activities of SCRRA's employees, agents, consultants, contractors, suppliers, and vendors. 2. To submit milestone plans (30%, 60%, and 100%, and Final Design) to the City for approval of improvements to be constructed in City right of way or jurisdiction during construction, SCRRA traffic pre-emption timing requests, and grade crossing closure requests, including temporary traffic control plans, to perform the work included in the PROJECT. 3. To provide cost estimates for the PROJECT (30%, 60%, and 100%, and Final Design) to the CITY for approval. The costs based on 100% design are as shown on Exhibit B (Project Cost Estimate) attached hereto and made a part hereof. 4. To include in its Contract Task Order ("CTO") with the design consultant, design services to determine the need for pre-signals and queue-cutter signals, traffic signal modifications, and preemption criteria and calculations, in order to assist the CITY to meet the schedule of this PROJECT. SCRRA will provide to the CITY as a part of the milestone plan submittals, traffic signal design (pre-signal and queue-cutter signals), traffic signal modification design, preemption calculations and other ancillary services related to the CITY traffic signals. 5. Conduct diagnostic meeting(s) with CPUC, OCTA, and the CITY and other Operating Railroads as necessary to complete CPUC applications. Grade Crossing Safety Enhancement Project Page 3 of 14 Draft Construction and Maintenance Agreement City of Santa Ana ] 0/17/08 25B-21