R2023-175 Resolution Authorizing a Letter of Amendment to the Public Improvements Agreement with the Norfolk Southern Railway Company for the Brush College Road Grade Separation, City Project 2009-33, Section 09-00933-01-BR

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furniahisigof any materials that could give rise to any mechanic's liens or other liens against the Premises. In addition, LICENSEE shall be liable for all taxes levied or assessed against the Facilities and any other equipment or other property placed by LICENSEE within the Premises. In the event that any such lien shall attach to the Premises or LICENSEE shall fail to pay such taxes, then, in addition to any other right or remedy available to RAILWAY, RAILWAY may,but shall not be obligated to,discharge the same. Any amount paid by RAILWAY rar uwj of-the aforesaid purposes.together with related court costs,attorneys'fees,tines and penalties,shall he paid by LICENSEE to RAILWAY within ten(10)days after RAILWAY's demand therefor. 14. Default:Remedies. (a) The following events shall be deemed to be events of default by LICENSEE under this Agreement: (i) LICENSEE shall fail to pay any sum of money due hereunder and such failure shall continue for a period of ten(10)days after the due date thereof; (ii) LICENSEE shall fail to comply with any provision of this Agreement not requiring the payment of money, all of which terms, provisions and covenants shall be deemed material,and such failure shall continue for a period of thirty(30)days after written notice of such default is delivered to LICENSEE; (iii) LICENSEE shall become insolvent or unable to pay its debts as they become due, or LICENSEE notifies RAILWAY that it anticipates either condition; (iv) LICENSEE takes any action to,or notifies RAILWAY that LICENSEE intends to file a petition under any section or chapter of the United States Bankruptcy Code, as amended from time to time,or under any similar law or statute of the United States or any State:thereof;or a petition shall be filed agaiest L-I(.� MF.E atndar aoy soh statute;or (v) a receiver or trustee shall be appointed for LICENSEE's license interest hereunder or for all or a substantial part of the assets of LICENSEE, and such receiver or trustee is not dismissed within sixty(60)days of the appointment. (b) Upon the occurrence of any event or events of default by LICENSEE,whether enumerated in this paragraph 15 or not.RAILWAY shall have the option to pursue any remedies available to it at law or in equity without any additional notices to LICENSEE. RAILWAY's remedies shall include, but not be AhWited to, the following: (i)termination of this Agreement, in which event LICENSEE shall immediately surrender the Premises to RAILWAY; (ii)entry into,or upon the Premises to do whatever LICENSEE is obligated to do under the terms of this License, in which event LICENSEE shall reimburse RAILWAY on demand for any expenses which RAILWAY may incur in effecting compliance with LICENSEE's obligations under this License, but without rendering RAILWAY liable for any damages resulting to LICENSEE or the Facilities from such action;and(iii)pursuit.of all other remedies available to RAILWAY at law or in equity,including,without limitation,injunctive relief of all varieties. 15. Railway Termination Right. Notwithstanding anything to the contrary in this Agreement, RAILWAY shall have the right to terminate this Agreement and the rights granted hereunder.after delivering to LICENSEE written notice of such termination no less than sixty(60)days prior to the effective date thereof,upon:the occurrence of any one or more of the following events: (a) If LICENSEE shall discontinue the use or operations of the Facilities;or -4-