=======

art.006/4/006/3/006/2

=======

ARTICLE 6

RELATING TO THE RHODE ISLAND PUBLIC RAIL CORPORATION

SECTION 1. Rhode Island Public Rail Corporation. Section 4 of Article 6 of Chapter 023

of the 2010 Public Laws is hereby amended to read as follows:

WHEREAS, The State of Rhode Island and Providence Plantations (the "state") has

delegated to the Rhode Island department of transportation (the "department") the responsibility

for maintaining and constructing highways, roads, freeways, bridges and incidental structures

preparing project plans and implementation programs for transportation and for maintaining an

adequate level of rail passenger and freight services as established by chapter 8 of title 24, chapter

5 of title 37 and chapter 13 of title 42 of the Rhode Island general laws; and

WHEREAS, The National Railroad Passenger Corporation ("Amtrak") owns the railroad

right-of-way along the Northeast Corridor throughout the state; and

WHEREAS, The department seeks to enhance commuter rail service north from the

Amtrak Providence Station station in Providence, Rhode Island with stops at the proposed

Pawtucket/Central Falls Station station (the "Pawtucket/Central Falls Station station ") (together

with other commuter rail service in the State state, the "Commuter Rail Service""commuter rail

service"); and

WHEREAS, Amtrak requires the department to provide certain risk-management and

financial assurances and indemnification covenants and obligations as a condition precedent to that

certain Access Agreement access agreement (the "Access Agreement access agreement "),

entered into by and between the department and Amtrak, that certain Assignment and Assumption

Agreement assignment and assumption agreement entered into or to be entered into for the

benefit of Amtrak by and between the department and the Rhode Island Public Rail Corporation

public rail corporation ("Rail Corp rail corp"), a public instrumentality of the state established

by section § 42-64.2 et seq. of the general laws of Rhode Island (the "Act act"), that certain Master

Force Account Agreement master force account agreement for improvements in the area of the

Pawtucket/Central Falls Station station entered into or to be entered into by and among Amtrak,

the department and Rail Corp rail corp, that certain Temporary Easement Agreement temporary

easement agreement entered into or to be entered into by and among Amtrak, the department and

Rail Corp rail corp, that certain Permanent Easement Agreement permanent easement

agreement entered into or to be entered into by and among Amtrak, the department and Rail Corp

rail corp and that certain Lease Agreement lease agreement entered into or to be entered into by

and among Amtrak, the department and Rail Corp rail corp relating to the Pawtucket/Central Falls

Station station (collectively, the "Commuter Rail Service Agreements commuter rail service

agreements "); and

WHEREAS, The above-referenced assurances and indemnification covenants and

obligations include, without limitation, that:

(l) The department secure and maintain a liability insurance policy covering the liability of

the state and Amtrak for property damage, personal injury, bodily injury and death arising out of

the Commuter Rail Service commuter rail service, with policy limits of two hundred ninety-five

million United States dollars ($295,000,000), naming the department, Rail Corp rail corp, Amtrak

and Massachusetts Bay Transportation Authority (the "MBTA") as primary insureds, all subject to

a self-insurance retention of up to seven million five hundred thousand United States dollars

($7,500,000) (the "Retention retention");

(2) The department defend, indemnify, and save harmless Amtrak and third parties to the

extent that Amtrak is obligated to defend, indemnify, or save harmless such third parties,

irrespective of negligence or fault of Amtrak or such third parties, for all damage or liability for

personal injury or property damage which that would not have occurred or would not have been

incurred but for the existence of the Commuter Rail Service commuter rail service or the presence

on the Northeast Properties (as such term is defined in the Access Agreement access agreement)

of any trains, passengers, employees, contractors, or invitees of the state or the state's designated

operator;

(3) The Rail Corp rail corp defend, indemnify, and save harmless Amtrak and third parties

to the extent that Amtrak is obligated to defend, indemnify, or save harmless such third parties,

irrespective of negligence or fault of Amtrak or such third parties, for all damage or liability for

personal injury or property damage which that would not have occurred but for the improvements

undertaken pursuant to the Master Force Account Agreement master force account agreement,

the Temporary Easement Agreements temporary easement agreements and Permanent Easement

Agreement permanent easement agreement with respect to the Pawtucket/Central Falls Station

station; and

(4) The department defend, indemnify and save harmless the MBTA for all damage or

liability for personal injury or property damages which that would not have occurred or would not

have been incurred but for the MBTA's activities as the designated operator under the Access

Agreement Access Agreement except for damages or liability attributable directly to the MBTA's

own negligence or misconduct; and

WHEREAS, In connection with certain existing agreements between the department and

Amtrak, the state has agreed from time to time to indemnify Amtrak and third-parties to the extent

that Amtrak is required to indemnify third-parties (the "prior indemnities"); and

WHEREAS, In connection with future agreements relating to the construction or

reconstruction to roads and bridges of the Pawtucket/Central Falls Station station described above,

the state and the department will be required to provide similar indemnities to Amtrak and third-

parties to the extent that Amtrak is required to indemnify third-parties ("future indemnities"); and

WHEREAS, The State state and the department may be themselves constitutionally

prohibited from providing such prior indemnities and future indemnities, which may negatively

impact commuter transit in Rhode Island, and the department therefore has designated the Rhode

Island Public Rail Corporation ("Rail Corp"), a public instrumentality of the state established by

chapter 42 64.2 et seq. of the general laws of Rhode Island (the "act") Rail Corp rail corp as the

responsible party for providing Amtrak with such indemnities; and

WHEREAS, Pursuant to the act Act, Rail Corp rail corp is authorized, created, and

established for the purpose of enhancing and preserving the viability of commuter transit and

railroad freight operations in Rhode Island and has the power to make contracts and guarantees and

incur liabilities, borrow money at any rates of interest that it may determine, and to make and

execute any other contracts and instruments necessary or convenient in the exercise of the powers,

purposes, and functions of the act; and

WHEREAS, In connection with the extension of commuter rail service Commuter Rail

Service commuter rail service from Providence, Rhode Island to North Kingstown, Rhode Island,

as provided in the South County Commuter Rail Service Agreements, described in article 17,

section 8 of chapter 68 of the public laws of 2009, and in article 6, section 4 of chapter 23 of the

public laws of 2010, Rail Corp rail corp has been designated as the entity responsible for securing

and maintaining a liability insurance policy to provide funds to pay all or a portion of the liabilities

of the state and Amtrak for property damage, personal injury, bodily injury, and death arising out

of the South County Commuter Rail Service commuter rail service (the "South County Commuter

Rail Service commuter rail service insurance policy"), with policy limits of two hundred million

United States dollars ($200,000,000), subject to a self-insured retention of seven million five

hundred thousand United States dollars ($7,500,000) (the "retention"); and

WHEREAS, Under article 17, section 8 of chapter 68 of the public laws of 2009, under

article 6, section 4 of chapter 23 of the public laws of 2010 and pursuant to chapter 18 of title 35

of the Rhode Island general laws, the general assembly authorized Rail Corp rail corp to secure

and maintain a line or evergreen letter of credit in the amount of seven million five hundred

thousand United States dollars ($7,500,000) issued by a bank authorized to do business in Rhode

Island with a surplus of not less than one hundred million United States dollars ($100,000,000) in

favor of Amtrak to secure Rail Corp's rail corp's performance of indemnities under the South

County Commuter Rail Service Agreements commuter rail service agreements, and specifically

the payment of any amounts arising from time to time under the retention, and for the payment of

any costs and fees reasonably incurred in connection with securing and maintaining such line or

evergreen letter of credit; and

WHEREAS, Amtrak has agreed to accept a liability insurance policy with limits of two

hundred million two hundred ninety-five million United States dollars ($200,000,000)

($295,000,000), towards liabilities and a line or evergreen letter of credit established in the amount

of up to seven million five hundred thousand United States dollars ($7,500,000) issued by a bank

authorized to do business in Rhode Island with a surplus of not less than one hundred million United

States dollars ($100,000,000) in favor of Amtrak to secure the prior indemnities and the future

indemnities or, in the alternative, to accept expansion of the scope of Rail Corp's rail corp's South

County Commuter Rail Service commuter rail service insurance policy and line or evergreen letter

of credit to include the prior indemnities and the future indemnities; and

WHEREAS, The department further covenants and affirms on behalf of the state to support

Rail Corp rail corp and to include such financial support in the governor's printed budget submitted

to the general assembly each year; and

WHEREAS, The requirements undertaken by the department on behalf of the state and

Rail Corp rail corp as outlined herein to provide the prior indemnities and the future indemnities,

and the approval and authority for Rail Corp rail corp to obtain and maintain a line or evergreen

letter of credit to secure the prior indemnities and the future indemnities or to amend the line or

evergreen letter of credit relating to the South County Commuter Rail Service commuter rail

service Indemnities Agreements agreements to secure the prior indemnities and the future

indemnities are subject to chapter 18 of title 35 of the Rhode Island general laws; and

WHEREAS, Pursuant to sections §§ 35-18-3 and 35-18-4 of the Rhode Island general laws,

Rail Corp rail corp has requested the approval and authority of the general assembly to provide

for the prior indemnities and the future indemnities, which may include securing and maintaining

a new insurance policy and line or letter of credit to secure the prior indemnities and future

indemnities, or in the alternative, to amend or replace the South County Commuter Rail Service

commuter rail service insurance policy and line or letter of credit in order that they may also

secure the prior indemnities and the future indemnities; now, therefore be it

RESOLVED, That the general assembly hereby approves and authorizes Rail Corp rail

corp to provide, and hereby approves and authorizes the department's support of Rail Corp rail

corp and the use by Rail Corp rail corp of the department's funding to provide, for the prior

indemnities and the future indemnities, which may include securing and maintaining an insurance

policy with limits of two hundred million two hundred ninety-five million United States dollars

($200,000,000) ($295,000,000), which shall provide funds to pay all or a portion of the liabilities

and a line or evergreen letter of credit in the amount of up to seven million five hundred thousand

United States dollars ($7,500,000) issued by a bank authorized to do business in Rhode Island with

a surplus of not less than one hundred million United States dollars ($100,000,000) to secure all or

a portion of the prior indemnities and the future indemnities or, in the alternative, to amend the

South County Commuter Rail Service commuter rail service insurance policy and line or

evergreen letter of credit to secure Rail Corp's rail corp's performance of the prior indemnities and

the future indemnities in favor of the National Railroad Passenger Corporation (Amtrak) Amtrak

and third-parties to the extent that Amtrak is required to indemnify and defend third-parties for all

claims, damages, losses, liabilities, and expenses for personal injury, bodily injury, death, or

property damage (including, but not limited to, environmental conditions and preexisting

environmental conditions) and interference with the use of Amtrak's property, which would not

have occurred, would not have been discovered, or would not have been incurred but for the

existence of any platform, structure, building, road, or bridge or appurtenance thereto to any of the

foregoing, located or to be located on, above, under, or within the boundary of any property owned

or controlled by Amtrak, or within the boundary of any railroad safety envelope established

pursuant to a federal program or safety regulations, and owned or used by the State state of Rhode

Island, or any municipality, public corporation, or instrumentality of the State state of Rhode

Island, or but for the activities of any employee, agent, contractor, subcontractor,

or invitee of the state or any municipality, public corporation, or instrumentality of the

state, relating to any platform, structure, building, road, bridge, or appurtenance, thereto located to

any of the foregoing located or to be located on, above, under or within the boundary of any

property owned or controlled by Amtrak or within the boundary of any railroad safety envelope

established pursuant to a federal program or safety regulations, which obligations of the department

include, but are not limited to, the payment of any amounts arising from time to time under the

retention, the payment of claims, damages, losses, liabilities, and expenses, and the payment of any

costs and fees reasonably incurred in connection with obtaining such insurance policy and line or

evergreen letter of credit or amending or replacing the South County Commuter Rail Service

commuter rail service insurance policy and line of evergreen letter of credit and to secure Rail

Corp's rail corp’s performance of the prior indemnities and future indemnities as may be authorized

under the Act act, as the same may be amended from time to time.

SECTION 2. This article shall take effect upon passage.