R2026-192 Resolution Authorizing the City of Decatur to Engage Deutsche Bahn Engineering, Consulting, and Operations North America, Inc. (DB E.C.O. North America, Inc.) For Technical Services for Environmental Analysis and Mitigation Related to the

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DECATUR UNION PACIFIC AND NORFOLK SOUTHERN MERGER IMPACT ANALYSIS FOR SURFACE TRANSPORTATION BOARD PROCEEDINGS AND TECHNICAL SERVICES AGREEMENT This Agreement("Agreement")is made and entered into between City of Decatur("City"),and Deutsche Bahn Engineering, Consulting, and Operations North America Inc.,("Consultant"), for and in consideration of the mutual covenants and promises and good and valuable consideration contained herein. SCOPE OF WORK The professional consulting services obtained under this Agreement concern the terms and conditions for a Project("Project")as set forth in the Request for Proposals, attached as Exhibit"A", incorporated herein by reference and made a part of this Agreement hereof: SECTION I. GENERAL A. CONSULTANT. The Consultant shall provide technical services for the project(environmental analysis and mitigation related to the Union Pacific and Norfolk Southern merger impact analysis for Surface Transportation Board proceedings deadline on November 18, 2026), serve as the technical services representative for the Project as set forth herein and shall give professional planning consultation and advice to the City during the performance of services hereunder. All services provided hereunder shall be performed by the Consultant in accordance with generally accepted professional standards. B. NOTICE TO PROCEED. The Consultant shall only begin performance of the work required hereunder upon receipt of a written Notice to Proceed,as shown in Exhibit B. C. TIME. The Consultant shall begin work only after receiving a written Notice to Proceed from the City following Council approval of the Agreement and funding, and shall devote such personnel, technical equipment,computer time and materials to the Project so as to complete the work within the time limits set forth in Exhibit A; Scope of Work. D. REPRESENTATIVE. The City's representative to the Consultant shall be ShamRA Robinson, or a person designated by the City. E. EXTRA WORK AND AMENDMENTS. The Consultant shall only perform the work authorized in the Scope of Work set forth in Exhibit A. Should the size or complexity of the project exceed the amount of work contemplated by this contract or defined in the Scope of Work, the Consultant shall obtain written authorization in the form of an Amendment from the City,to perform extra work before such work is performed. The cost to perform any work prior to written authorization shall be paid exclusively by the Consultant and shall not be reimbursed by the City. The Consultant expressly acknowledges, recognizes and agrees that the only authority to approve Amendments to this Agreement or the Scope or Services or the cost(s)therein is with the City. 1