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<br />disputed cost or expense and withold payment on such expense (but <br /> <br />not as to all non-disputed costs or expenses) pending resolution <br /> <br />of the dispute by Railroad and City staff, or if they are unable <br /> <br />to resolve said dispute, through the dispute resolution <br /> <br />provisions established in this Agreement. <br /> <br />City's failure to <br /> <br />reimburse Railroad within this time period, or any reasonable <br /> <br />extension of time requested by City and approved by Railroad, <br /> <br />shall be cause for immediate termination of the Right of Entry <br /> <br />Agreement attached to this Agreement as Exhibit C. <br /> <br />e. <br /> <br />Audit. <br /> <br />The books, papers, records and <br /> <br />accounts of the parties, so far as they relate to the items of <br /> <br />expense for labor and materials, or are in any way connected with <br /> <br />the work herein contemplated, shall, during normal business <br /> <br />hours, be open to inspection and audit by the agents and <br /> <br />authorized representatives of the parties. <br /> <br />f. <br /> <br />Cost Overruns. <br /> <br />In the event Railroad <br /> <br />determines that it will incur reimbursable costs in excess of the <br /> <br />cost estimate included in the Service Agreement, Railroad shall <br /> <br />notify City of the expected overrun within thirty (30) days of <br /> <br />Railroad's determination, and revise its estimate accordingly. <br /> <br />6. <br /> <br />Ouality of Work. <br /> <br />All work contemplated in this <br /> <br />Agreement shall be performed in a good and workmanlike manner to <br /> <br />the satisfaction of the parties, and each portion shall be <br /> <br />promptly commenced by the party obligated to do the same and <br /> <br />thereafter diligently prosecuted to completion in its logical <br /> <br />order and sequence. <br /> <br />217831.2 <br /> <br />-6- <br /> <br />. '-"'--'."-"Y--- . <br />