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<br />CROE ExA 5/01/2006
<br />Form Approved, AVP-Law
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<br />BUILDING AMERICAG .
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<br />8, Operations of Railroad and work performed by Railroad personnel and delays in the work to be performed by Contractor
<br />caused by such railroad operations and work are expected by Contractor, and Contractor agrees that Railroad shall have no liability
<br />to Contractor, or any other person or entity for any such delays. The Contractor shall coordinate its activities with those of Railroad
<br />and third parties so as to avoid interference with railroad operations. The safe operation of Railroad train movements and other
<br />activities by Railroad takes precedence over any work to be performed by Contractor.
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<br />Section 4. ~.
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<br />Contractor shall pay in full all persons who perform labor or provide materials for the work to be performed by Contractor.
<br />Contractor shall not create, permit or suffer any mechanic's or materialmen's liens of any kind or nature to be created or enforced
<br />against any property of Railroad for any such work performed, Contractor shall indemnify and hold harmless Railroad from and
<br />against any and all liens, claims, demands, costs or expenses of whatsoever nature in any way connected with or growing out of
<br />such work done, labor performed, or materials furnished, If Contractor fails to promptly cause any lien to be released of record,
<br />Railroad may, at its election, discharge the lien or claim of lien at Contractor's expense,
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<br />Section 5. PROTECTION OF FIBER OPTIC CABLE SYSTEMS.
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<br />A, Fiber optic cable systems may be buried on 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 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 Railroad's property to be used by Contractor. If it is, Contractor will telephone the telecommunications company(ies)
<br />involved, make arrangements for a cable locator and, if applicable, for relocation or other protection of the fiber optic cable.
<br />Contractor shall not commence any work until all such protection or relocation (if applicable) has been accomplished.
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<br />8, In addition to other indemnity provisions in this Agreement, Contractor shall indemnify, defend and hold Railroad harmless
<br />from and against all costs, liability and expense whatsoever (including, without limitation, attorneys' fees, court costs and expenses)
<br />arising out of any act or omission of Contractor, its agents and/or employees, that causes or contributes to (1) any damage to or
<br />destruction of any telecommunications system on Railroad's property, and/or (2) any injury to or death of any person employed by or
<br />on behalf of any telecommunications company, and/or its contractor, agents and/or employees, on Railroad's property. Contractor
<br />shall not have or seek recourse against Railroad for any claim or cause of action for alleged loss of profits or revenue or loss of
<br />service or other consequential damage to a telecommunication company using Railroad's property or a customer or user of services
<br />of the fiber optic cable on Railroad's property
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<br />Section 6. PERMITS - COMPLIANCE WITH LAWS.
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<br />In the prosecution of the work covered by this Agreement, Contractor shall secure any and all necessary permits and shall
<br />comply with all applicable federal, state and local laws, regulations and enactments affecting the work including, without limitation, all
<br />applicable Federal Railroad Administration regulations.
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<br />Section 7. SAFETY.
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<br />A. Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of the work
<br />performed by Contractor. Contractor shall be responsible for initiating, maintaining and supervising all safety, operations and
<br />programs in connection with the work. Contractor shall at a minimum comply with Railroad's safety standards listed in Exhibit C,
<br />hereto attached, to ensure uniformity with the safety standards followed by Railroad's own forces. As a part of Contractor's safety
<br />responsibilities, Contractor shall notify Railroad if Contractor determines that any of Railroad's safety standards are contrary to good
<br />safety practices, Contractor shall furnish copies of Exhibit C to each of its employees before they enter the job site.
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<br />8, Without limitation of the provisions of paragraph A above, 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,
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<br />C. Contractor shall have proper first aid supplies available on the job site so that prompt first aid services may be provided to
<br />any person injured on the job site Contractor shall promptly notify Railroad of any U S, Occupational Safety and Health
<br />Administration reportable injuries. Contractor shall have a nondelegable duty to control its employees while they are on the job site or
<br />any other property of Railroad, and to be certain they do not use, be under the influence of, or have in their possession any alcoholic
<br />beverage, drug or other substance that may inhibit the safe performance of any work,
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<br />o If and when requested by Railroad, Contractor shall deliver to Railroad a copy of Contractor's safety plan for conducting the
<br />work (the "Safety Plan"). Railroad shall have the right, but not the obligation, to require Contractor to correct any deficiencies in the
<br />Safety Plan The terms of this Agreement shall control if there are any inconsistencies between this Agreement and the Safety Plan,
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<br />Section 8. INDEMNITY.
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<br />A. To the extent not prohibited by applicable statute, Contractor shall indemnify, defend and hold harmless Railroad, its
<br />affiliates, and its and their officers, agents and employees ("Indemnified Parties") from and against any and all loss, damage, injury,
<br />liability, claim, demand, cost or expense (including, without limitation, attorney's, consultant's and expert's fees, and court costs), fine
<br />CROE ExA 5/01/2006 Page 2 of 3 Exhibit A
<br />Form Approved, AVP-Law Terms & Conditions
<br />To Contractor's Right of Entry Agreement
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