R2024-345 Resolution Authorizing the Execution of an Agreement with the Norfolk Southern Railway Company for the Replacement of the Jasper Street Underpass Lighting as Part of City Project 2024-19

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Docusign Envelope ID:D1EB2A29-9840-4829-9504-B23D64FD7152 Form 11347-P () (007628) INDEMNIFICATION AND RIGHT OF ENTRY AGREEMENT (iii) Severability of Interests (Cross Liability). No cross-liability exclusions are permitted that would apply to the additional insureds, and there may not be any restrictions in any policy that limits coverage for a claim brought by an additional insured against a named insured. (iv) Waiver of Subrogation.To the fullest extent permitted by law,all insurance furnished by Principal in compliance with this Section 7 shall include a waiver of subrogation in favor of Railway with an appropriate endorsement to each policy. (v) Notice of Cancellation. Modification or Termination. All policies required under this Section 7 shall not be subject to cancellation, termination, modification, changed, or non-renewed except upon thirty (30) days prior written notice to the additional insureds. (vi) No Limitation.The insurance coverages maintained by Principal shall not limit any of Principal's indemnity obligations or other liabilities under this Agreement. The insurance available to Railway and its parent, subsidiary and affiliated companies as additional insureds shall not be limited by these requirements should Principal maintain higher coverage limits. (vii) Any deductibles or self-insured retentions of Licensee over $50,000 must be declared and approved by Railway. Approval of such requests shall not be unreasonably withheld. All insurance provided shall have an A.M Best Rating of at least A-VII. (viii) Licensee shall require all subcontractors who are not covered by the insurance carried by Licensee to maintain the insurance coverage described except for the RPL insurance, including but not limited to additional insured status for Railway and its parent, subsidiary and affiliated companies. (ix) Licensee shall furnish electronically certificates of insurance and the RPL Insurance Policy to Railway's Managing Agent prior to execution of this Agreement at ns.perm itting(a)railpros.com.The insurance coverage required herein shall in no way limit Licensee's liability under this Agreement. 8. Principal shall reimburse Company or its authorized representative for any material, labor, supervisory and protective costs (including flagging) and related taxes and overhead expenses required or deemed necessary by Company due to the presence of any Licensee or any Licensee Property on the Premises. 9. Principal shall, and shall ensure that all Licensee, exercise special care and precautions to protect the Premises and equipment, machinery, rolling stock and other personal property and fixtures belonging to Company or otherwise located on the Premises (whether or not constituting Designated Property) and to avoid interference with Company's operations. 10. Principal shall not, and shall not permit any Licensee to, create or otherwise allow to exist any drainage conditions that would be adverse to the Premises or any surrounding areas. Principal shall ensure that no work by any Licensee shall interfere with the safe and proper support of Company's roadbed and track. All Designated Activities shall occur only during daylight hours. 11. Principal shall, and shall ensure that all Licensee, maintain a minimum clearance of fifteen feet (15)from the center line of the nearest track for any Licensee Property unless otherwise authorized in writing by Company. With the exception of public grade crossings, Licensee shall not cross the tracks of Company with any vehicle unless Principal shall have executed such separate agreement as shall be provided by Company.