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CROE ExA 03/01/05
<br />40 BUILDING AMERICA" Form Approved - AVP Law
<br />by the Contractor at any time that would in any manner impair the safety of such operations. When not in use, Contractor's
<br />machinery and materials shall be kept at least fifty (50) feet from the centerline of the Railroad's nearest track, and there shall be
<br />no vehicular crossings of Railroads tracks except at existing open public crossings.
<br />B. Operations of the Railroad and work performed by the Railroad personnel and delays in the work to be performed by the
<br />Contractor caused by such railroad operations and work are expected by the Contractor, and Contractor agrees that the Railroad
<br />shall have no liability to Contractor, its subcontractors or any other person or entity for any such delays. The Contractor shall
<br />coordinate its activities with those of the Railroad and third parties so as to avoid interference with railroad operations. The safe
<br />operation of the Railroad takes precedence over any work to be performed by the Contractor.
<br />Section 4. LIENS.
<br />The Contractor shall pay in full all persons who perform labor or provide materials for the work to be performed by
<br />Contractor. The Contractor shall not create, permit or suffer any mechanic's or materialmen's liens of any kind or nature to be
<br />created or enforced against any property of the Railroad for any such work performed. The Contractor shall indemnify and hold
<br />harmless the Railroad from and against any and all liens, claims, demands, costs or expenses of whatsoever nature in any way
<br />connected with or growing out of such work done, labor performed, or materials furnished. If the Contractor fails to promptly cause
<br />any lien to be released of record, the Railroad may, at its election, discharge the lien or claim of lien at Contractor's expense.
<br />Section S. PROTECTION OF FIBER OPTIC CABLE SYSTEMS.
<br />A. Fiber optic cable systems may be buried on the Railroad's property. Protection of the fiber optic cable systems is of extreme
<br />importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits.
<br />Contractor shall telephone the Railroad during normal business hours (7:00 a.m. to 9:00 p.m. Central Time, Monday through Friday,
<br />except holidays) at 1-800-336-9193 (also a 24-hour, 7 -day number for emergency calls) to determine if fiber optic cable is buried
<br />anywhere on the Railroad's premises to be used by the Contractor. If it is, Contractor will telephone the telecommunications
<br />company(ies) involved, make arrangements for a cable locator and, if applicable, for relocation or other protection of the fiber optic
<br />cable. The Contractor shall not commence any work until all such protection or relocation (if applicable) has been accomplished.
<br />B. In addition to other indemnity provisions in this Agreement, the Contractor shall indemnify, defend and hold the Railroad
<br />harmless from and against all costs, liability and expense whatsoever (including, without limitation, attomeys' fees, court costs and
<br />expenses) arising out of any act or omission of the Contractor, its contractor, agents and/or employees, that causes or contributes
<br />to (1) any damage to or destruction of any telecommunications system on Railroad's property, and/or (2) any injury to or death of
<br />any person employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees, on
<br />Railroad's property. Contractor shall not have or seek recourse against Railroad for any claim or cause of action for alleged loss
<br />of profits or revenue or loss of service or other consequential damage to a telecommunication company using Railroad's property
<br />or a customer or user of services of the fiber optic cable on Railroad's property.
<br />Section 6. PERMITS - COMPLIANCE WITH LAWS.
<br />In the prosecution of the work covered by this agreement, the Contractor shall secure any and all necessary permits and
<br />shall comply with all applicable federal, state and local laws, regulations and enactments affecting the work including, without
<br />limitation, all applicable Federal Railroad Administration regulations.
<br />Section 7. SAFETY.
<br />A. Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of the work
<br />performed by the Contractor. The Contractor shall be responsible for initiating, maintaining and supervising all safety, operations
<br />and programs in connection with the work. The Contractor shall at a minimum comply with the Railroad's safety standards listed
<br />in Exhibit D, hereto attached, to ensure uniformity with the safety standards followed by the Railroad's own forces. As a part of the
<br />Contractor's safety responsibilities, the Contractor shall notify the Railroad if the Contractor determines that any of the Railroad's
<br />safety standards are contrary to good safety practices. The Contractor shall furnish copies of Exhibit D to each of its employees
<br />before they enter on the job site.
<br />B. Without limitation of the provisions of paragraph A above, the Contractor shall keep the job site free from safety and health
<br />hazards and ensure that its employees are competent and adequately trained in all safety and health aspects of the job.
<br />C. The Contractor shall have proper first aid supplies available on the job site so that prompt first aid services may be provided
<br />to any person injured on the job site. The Contractor shall promptly notify the Railroad of any U.S. Occupational Safety and Health
<br />Administration reportable injuries. The Contractor shall have a nondelegable duty to control its employees while they are on the job
<br />site or any other property of the Railroad, and to be certain they do not use, be under the influence of, or have in their possession
<br />any alcoholic beverage, drug or other substance that may inhibit the safe performance of any work.
<br />CROE ExA 03/01/05 Page 2 of 3 Exhibit A
<br />Form Approved, AVP -Law To Contractor's Right of Entry Agreement
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