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

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     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 in Providence, Rhode Island with stops at the proposed

Pawtucket/Central Falls Station (the "Pawtucket/Central Falls Station") (together with other

commuter rail service in the State, the "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 (the "Access Agreement"), entered into by and between the department

and Amtrak, that certain 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 ("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"), that certain Master Force Account Agreement

for improvements in the area of the Pawtucket/Central Falls Station entered into or to be entered

into by and among Amtrak, the department and Rail Corp, that certain Temporary Easement

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

that certain Permanent Easement Agreement entered into or to be entered into by and among

Amtrak, the department and Rail Corp and that certain Lease Agreement entered into or to be

entered into by and among Amtrak, the department and Rail Corp relating to the Pawtucket/Central

Falls Station (collectively, the "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, with policy limits of two hundred ninety-five million United States

dollars ($295,000,000), naming the department, 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");

     (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 would not have occurred or would not have been incurred

but for the existence of the Commuter Rail Service or the presence on the Northeast Properties (as

such term is defined in the Access Agreement) of any trains, passengers, employees, contractors,

or invitees of the state or the state's designated operator;

     (3) 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 would not have occurred but for the improvements undertaken pursuant to

the Master Force Account Agreement, the Temporary Easement Agreements and Permanent

Easement Agreement with respect to the Pawtucket/Central Falls Station; and

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

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

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

party for providing Amtrak with such indemnities; and

     WHEREAS, Pursuant to the act Act, 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 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

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 (the "South County 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 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 performance of indemnities under the South County 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 South County

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 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 as outlined herein to provide the prior indemnities and the future indemnities, and the

approval and authority for 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 Indemnities 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 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 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 to

provide, and hereby approves and authorizes the department's support of Rail Corp and the use by

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 insurance policy and line or evergreen letter of credit to secure 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 of Rhode Island, or any municipality, public corporation, or instrumentality of

the 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 insurance policy

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

and future indemnities as may be authorized under the Act, as the same may be amended from time

to time.

     SECTION 2. This article shall take effect upon passage.