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ROE 920316 •
<br /> Form Approved,AVP-Law
<br /> EXHIBIT A
<br /> Section i- NOTICE OF COMMENCEMENT OF WORK—FLAGGING.
<br /> The Licensee agrees to notify the Railroad Representative at least 48 hours in advance of Licensee
<br /> commencing its work and at least 24 hours in advance of proposed performance of any work by the Licensee in
<br /> which any person or equipment will be within 25 feet of any track, or will be near enough to any track that any
<br /> equipment extension(such as,but not limited to,a crane boom)will reach to within 25 feet of any track. Upon
<br /> receipt of such notice,the Railroad Representative will determine and inform the Licensee whether a flagman
<br /> need be present and whether the Licensee need implement any special protective or safety measures. If any
<br /> flagmen or other special protective or safety measures are performed by the Railroad, such services will be
<br /> provided at Licensee's expense with the understanding that if the Railroad provides any flagging or other
<br /> services,the Licensee shall not be relieved of any of its responsibilities or liabilities set forth herein.
<br /> Section 2- LIMITATION AND SUBORDINATION OF RIGHTS GRANTED.
<br /> a. The foregoing grant of right is subject and subordinate to the prior and continuing right and
<br /> obligation of the Railroad to use and maintain its entire property including the right and power of the Railroad
<br /> to construct, maintain, repair, renew, use, operate, change, modify or relocate railroad tracks, roadways,
<br /> signal,communication,fiber optics,or other wirelines,pipelines and other facilities upon,along or across any
<br /> or all parts of its property, all or any of which may be freely done at any time or times by the Railroad without
<br /> liability to the Licensee or to any other party for compensation or damages.
<br /> b. The foregoing grant is also subject to all outstanding superior rights (including those in favor of
<br /> licensees and lessees of the Railroad's property,and others) and the right of the Railroad to renew and extend
<br /> the same,and is made without covenant of title or for quiet enjoyment.
<br /> Section 3- NO INTERFERENCE WITH RAILROAD'S OPERATION.
<br /> No work performed by Licensee shall cause any interference with the constant, continuous and
<br /> uninterrupted use of the tracks,property and facilities of the Railroad,its lessees,licensees or others, unless
<br /> specifically permitted under this Agreement, or specifically authorized in advance by the Railroad
<br /> Representative. Nothing shall be done or suffered to be done by the Licensee at any time that would in any
<br /> manner impair the safety thereof. When not in use, Licensee's machinery and materials shall be kept at least
<br /> 5o feet from the centerline of Railroad's nearest track, and there shall be no crossings of Railroad's tracks
<br /> except at existing open public crossings.
<br /> Section 4- PERMITS.
<br /> Prior to beginning any work, the Licensee, at its sole expense, shall obtain all necessary permits to
<br /> perform any work contemplated by this Agreement.
<br /> Section 5- MECHANIC'S LIENS.
<br /> The Licensee shall pay in full all persons who perform labor or provide materials for the work to be
<br /> performed by Licensee. The Licensee shall not create,permit or suffer any mechanic's or materialmen's liens
<br /> of any kind or nature to be enforced against any property of the Railroad for any such work performed. The
<br /> Licensee shall indemnify and hold harmless the Railroad from and against any and all liens, claims, demands,
<br /> costs or expenses of whatsoever nature in any way connected with or growing out of such work done, labor
<br /> performed,or materials furnished.
<br /> Section 6- FIBER OPTIC CABLE SYSTEMS.
<br /> In addition to other indemnity provisions in this Agreement,the Licensee shall indemnify and hold the
<br /> Railroad harmless from and against all costs,liability and expense whatsoever(including,without limitation,
<br /> attorneys'fees, court costs and expenses) arising out of any act or omission of the Licensee, its contractor,
<br /> agents and/or employees, that causes or contributes to (1) any damage to or destruction of any
<br /> Page 1 of 3 Exhibit A
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