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Contractor's ROE(Generic)-ExB ua,ON,:.
<br /> Form Approved-AVP Law 07-09-07 BUILDING AMERICA° na
<br /> 111
<br /> Sec,,on 8. INDEMNITY.
<br /> A. To the extent not prohibited by applicable statute, Contractor shall indemnify,defend and hold harmless Railroad, its affiliates,
<br /> 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),
<br /> fine or penalty(collectively,"loss")incurred by any person(including,without limitation,any indemnified party,contractor,or any
<br /> employee of contractor or of any indemnified party) arising out of or in any manner connected with (i) any work performed by
<br /> Contractor, or(ii) any act or omission of Contractor, its officers, agents or employees, or(Hi) any breach of this Agreement by
<br /> Contractor.
<br /> B. The right to indemnity under this Section 8 shall accrue upon occurrence of the event giving rise to the loss, and shall apply
<br /> regardless of any negligence or strict liability of any indemnified party, except where the loss is caused by the sole active
<br /> negligence of an indemnified party as established by the final judgment of a court of competent jurisdiction. The sole active
<br /> negligence of any indemnified party shall not bar the recovery of any other indemnified party.
<br /> C. Contractor expressly and specifically assumes potential liability under this Section 8 for claims or actions brought by Contractor's
<br /> own employees. Contractor waives any immunity it may have under worker's compensation or industrial insurance acts to
<br /> indemnify Railroad under this Section 8. Contractor acknowledges that this waiver was mutually negotiated by the parties
<br /> hereto.
<br /> D. No court or jury findings in any employee's suit pursuant to any worker's compensation act or the federal employers'liability act
<br /> against a party to this Agreement may be relied upon or used by Contractor in any attempt to assert liability against Railroad.
<br /> E. The provisions of this Section 8 shall survive the completion of any work performed by Contractor or the termination or expiration
<br /> of this Agreement. In no event shall this Section 8 or any other provision of this Agreement be deemed to limit any liability
<br /> Contractor may have to any indemnified party by statute or under common law.
<br /> Section 9. RESTORATION OF PROPERTY.
<br /> In the event Railroad authorizes Contractor to take down any fence of Railroad or in any manner move or disturb any of the other
<br /> property of Railroad in connection with the work to be performed by Contractor, then in that event Contractor shall, as soon as
<br /> possible and at Contractor's sole expense, restore such fence and other property to the same condition as the same were in before
<br /> such fence was taken down or such other property was moved or disturbed. Contractor shall remove all of Contractor's tools,
<br /> equipment,rubbish and other materials from Railroad's property promptly upon completion of the work, restoring Railroad's property
<br /> to the same state and condition as when Contractor entered thereon.
<br /> Section 10. WAIVER OF DEFAULT.
<br /> Waiver by Railroad of any breach or default of any condition,covenant or agreement herein contained to be kept,observed and
<br /> performed by Contractor shall in no way impair the right of Railroad to avail itself of any remedy for any subsequent breach or default.
<br /> Section 11. MODIFICATION -ENTIRE AGREEMENT.
<br /> No modification of this Agreement shall be effective unless made in writing and signed by Contractor and Railroad. This
<br /> Agreement and the exhibits attached hereto and made a part hereof constitute the entire understanding between Contractor and
<br /> Railroad and cancel and supersede any prior negotiations, understandings or agreements,whether written or oral,with respect to the
<br /> work to be performed by Contractor.
<br /> Section 12. ASSIGNMENT-SUBCONTRACTING.
<br /> Contractor shall not assign or subcontract this Agreement, or any interest therein,without the written consent of the Railroad.
<br /> Contractor shall be responsible for the acts and omissions of all subcontractors. Before Contractor commences any work, the
<br /> Contractor shall,except to the extent prohibited by law; (1)require each of its subcontractors to include the Contractor as"Additional
<br /> Insured" in the subcontractor's Commercial General Liability policy and Business Automobile policies with respect to all liabilities
<br /> arising out of the subcontractor's performance of work on behalf of the Contractor by endorsing these policies with ISO Additional
<br /> Insured Endorsements CG 20 26, and CA 20 48 (or substitute forms providing equivalent coverage; (2) require each of its
<br /> subcontractors to endorse their Commercial General Liability Policy with"Contractual Liability Railroads"ISO Form CG 24 17 10 01
<br /> (or a substitute form providing equivalent coverage) for the job site; and (3) require each of its subcontractors to endorse their
<br /> Business Automobile Policy with"Coverage For Certain Operations In Connection With Railroads"ISO Form CA 20 70 10 01 (or a
<br /> substitute form providing equivalent coverage)for the job site.
<br /> Contractor's ROE(Generic)-ExB Page 3 of 3 Exhibit B
<br /> Form Approved-AVP Law 07-09-07 General Terms&Conditions
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