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

Home Browse Search

Docusign Envelope ID:D 1 EB2A29-9840-4829-9504-B23D64FD7152 Form 11347-P () (007628) INDEMNIFICATION AND RIGHT OF ENTRY AGREEMENT 12. Principal shall not, and shall ensure that no Licensee, cause or permit any trash, waste or debris to be released upon, buried in or burned upon the Premises. Principal will remove from the Premises all soil,fill, construction and demolition debris, or other materials (whether solid or liquid) disturbed or created during the Designated Activities, including any such material that is contaminated and/or potentially contaminated. Company assumes no responsibility for any such material and shall not be a signatory on any waste manifests, bills of lading,or other documentation concerning such material. Principal shall not use or permit the use of any explosives of any kind on the Premises. 13. Principal shall restore the Premises, the Designated Property and surrounding areas to their original condition or to a condition satisfactory to the Company officer signing this Agreement or to his or her authorized representative (ordinary wear and tear to rolling stock and equipment excepted)upon termination of the Right of Entry. 14. It is expressly understood that Principal's indemnification obligations set forth herein cover claims by Principal's employees, agents, independent contractors and other representatives. Principal expressly waives any defense to or immunity from such indemnification obligations and/or any subrogation rights available under any applicable state constitutional provision, laws, rules or regulations, including without limitation the workers' compensation laws of any state. Specifically, (i) in the event that all or a portion of the Premises is located in the State of Ohio, the following provision shall be applicable: "Principal, with respect to the indemnification provisions contained herein, hereby expressly waives any defense or immunity granted or afforded it pursuant to Section 35, Article II of the Ohio Constitution and Section 4123.74 of the Ohio Revised Code"; and (ii) in the event that all or a portion of the Premises is located in the Commonwealth of Pennsylvania,the following provision shall be applicable: "Principal, with respect to the indemnification provisions contained herein, hereby expressly waives any defense or immunity granted or afforded it pursuant to the Pennsylvania Workers' Compensation Act, 77 P.S. 481". 15. This Agreement shall be governed by the internal laws of the Commonwealth of Virginia, without regard to otherwise applicable principles of conflicts of laws. If any provision of this Agreement is held for any reason to be unlawful or unenforceable, the parties intend that only the specific words found to be unlawful or unenforceable be severed and deleted from this Agreement and that the balance of this Agreement remain a binding enforceable agreement to the fullest extent permitted by law. 16. This Agreement may be amended only in writing and signed by authorized representatives of Company and Principal. 17. If any mechanics' or materialmen's lien, or similar lien, is asserted against the Premises, or any other property of Company, as a result of the exercise of the Right of Entry in any given instance, Principal shall immediately satisfy, defend, or obtain the release of such lien, all at Principal's expense, and Principal shall indemnify and hold harmless Company from and against any claims arising out of or connected with such lien. In the event that any such lien shall attach to the Premises or Principal shall fail to pay such taxes, then, in addition to any other right or remedy available to Company, Company may, but shall not be obligated to, discharge the same. Any amount paid by Company for any of the aforesaid purposes, together with related court costs, attorneys'fees,fines and penalties,shall be paid by Principal to Company within ten(10)days after Company's demand therefor. 18. This Agreement(a) shall not be assigned or transferred by Principal, (b) may be terminated at will by Company or Principal, and (c) shall terminate automatically on June 1, 2025, provided, however, that (i) the terms of this Agreement that, by their nature, are intended to survive termination shall so survive, and (ii) termination shall not relieve Principal of any obligation or liability incurred prior to such termination.