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ROE 920316
<br /> Forma Approved,AVP-Law
<br /> c. All heavy equipment provided or leased by the Licensee shall be equipped with audible back-up
<br /> warning devices. If in the opinion of the Railroad Representative any of Licensee's or any of its subcontractors'
<br /> equipment is unsafe for use on the Railroad's right-of-way, the Licensee, at the request of the Railroad
<br /> Representative,shall remove such equipment from the Railroad's right-of-way.
<br /> Section 9- INDEMNHY.
<br /> a. As used in this Section,"Railroad"includes other railroad companies using the Railroad's property
<br /> at or near the location of the Licensee's installation and their officers, agents, and employees; "Loss"includes
<br /> loss,damage, claims, demands, actions, causes of action,penalties, costs, and expenses of whatsoever nature,
<br /> including court costs and attorneys'fees,which may result from: (i)injury to or death of persons whomsoever
<br /> (including the Railroad's officers, agents, and employees, the Licensee's officers, agents, and employees, as
<br /> well as any other person); and (ii) damage to or loss or destruction of property whatsoever (including
<br /> Licensee's property, damage to the roadbed,tracks, equipment,or other property of the Railroad, or property
<br /> in its care or custody).
<br /> b. As a major inducement and in consideration of the license and permission herein granted, the
<br /> Licensee agrees to indemnify and hold harmless the Railroad from any Loss which is due to or arises from any
<br /> cause and is associated in whole or in part with the work performed under this Agreement, a breach of the
<br /> Agreement or the failure to observe the health and safety provisions herein, or any activity or omission arising
<br /> out of performance or nonperformance of this Agreement; regardless of whether caused solely or contributed
<br /> to in part by the negligence or fault of the Railroad.
<br /> c. Any liability of either party hereunder to one of its employees under any Workers' Compensation
<br /> Act or the Federal Employers'Liability Act shall not be questioned or in any way challenged by the other party,
<br /> nor shall any jury or court findings, resulting from any employee's suit against either party pursuant to any
<br /> such Act(s), be relied upon or used by either party in any attempt to assert common law liability against the
<br /> other.
<br /> Section:Lo- RESTORATION OF PROPERTY.
<br /> In the event the Railroad authorizes the Licensee to take down any fence of the Railroad or in any
<br /> manner move or disturb any of the other property of the Railroad in connection with the work to be performed
<br /> by Licensee, then in that event the Licensee shall, as soon as possible and at Licensee's sole expense, restore
<br /> such fence and other property to the same condition as the same were in before such fence was taken down or
<br /> such other property was moved or disturbed, and the Licensee shall indemnify and hold harmless the
<br /> Railroad, its officers, agents and employees, against and from any and all liability, loss, damages, claims,
<br /> demands,costs and expenses of whatsoever nature,arising from the taking down of any fence or the moving or
<br /> disturbance of any other property of the Railroad.
<br /> Section 11- WAIVER OF BREACH.
<br /> The waiver by the Railroad of the breach of any condition, covenant or agreement herein contained to
<br /> be kept, observed and performed by the Licensee shall in no way impair the right of the Railroad to avail itself
<br /> of any remedy for any subsequent breach thereof.
<br /> Section 12- ASSIGNMENT—SUBCONTRACTING.
<br /> The Licensee shall not assign,sublet or subcontract this Agreement,or any interest therein,without the
<br /> written consent of the Railroad and any attempt to so assign,sublet or subcontract without the written consent
<br /> of the Railroad shall be void. If the Railroad gives the Licensee permission to subcontract all or any portion of
<br /> the work herein described,the Licensee is and shall remain responsible for all work of subcontractors and all
<br /> work of subcontractors shall be governed by the terms of this Agreement.
<br /> Page 3 of 3 Exhibit A
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