Station Agreement Oct 2012

MUNICIPAL STATION AGREEMENT BRUNSWICK, MAINE

This Municipal Station Agreement is made as of the ~5\'hday of October, 2012, by and among National Railroad Passenger Corporation ("Amtrak"), Northern New England Passenger Rail Authority ("NNEPRA"), the Town of Brunswick, Maine ("Municipality"), and JHR Development of Maine Phase I, LLC ("JHR").

WHEREAS, Amtrak operates the Downeaster intercity passenger rail service between Portland, Maine, and Boston, Massachusetts, pursuant to an agreement between Amtrak and NNEPRA; and

WHEREAS, Amtrak and NNEPRA have agreed to extend the Downeaster to Brunswick, Maine; and

WHEREAS, Municipality desires that such extension of the Downeaster include a station stop in Brunswick, Maine, located adjacent to a segment of rail line owned by the State of Maine; and

WHEREAS, Amtrak and NNEPRA have agreed that such extension of the Downeaster shall include a station stop in Brunswick, Maine, subject to the terms and conditions of this Agreement; and

WHEREAS, the facility that will serve as the station stop in Brunswick, Maine, consists of: (i) a station platform, owned by NNEPRA, located on property owned by the State of Maine and JHR and leased to NNEPRA; (ii) the Maine Street Station Visitor Center, located in space that Municipality leases from JHR; (iii) a short pedestrian walkway at the westerly end of the station platform, located on property owned by the State of Maine and leased to NNEPRA; and (iv) a pedestrian walkway, proximate to the Maine Street Station Visitor Center, located on property owned by JHR; and

WHEREAS, the parties have agreed on the terms and conditions for the operation of this facility set forth in this Agreement;

NOW THEREFORE Amtrak, NNEPRA, Municipality, and JHR agree as follows:

1. Definitions. As used in this Agreement:

"Agreement" means this Municipal Station Agreement.

"Downeaster" means the Downeaster intercity passenger rail service operated by Amtrak pursuant to an agreement between Amtrak and NNEPRA.

Municipal Station Agreement Brunswick, Maine

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"Station Avenue Pedestrian Walkway" means the pedestrian walkway, proximate to the Visitor Center (defined below), that permits pedestrian passage between the Station Platform (defined below) and Station Avenue. The Station Avenue Pedestrian Walkway is located on property owned by JHR and is more particularly described in the deed from Municipality to JHR dated October 24, 2008, and recorded in the Cumberland County Registry of Deeds at Book 26439, Page 1, as being "between Lots 3 and 4 and on the northerly bounds of Lots 3 and 4, for the purposes of pedestrian access to the buildings on Lots 3 and 4 and to the train platform northerly of Lots 3 and 4" (which locations are depicted on the subdivision plan that is referenced in that deed).

"Station Facility" means the facility that is used as the Downeaster passenger railroad station in Brunswick, Maine, consisting of the Station Platform (defined below), the Visitor Center (defined below), the Union Street Pedestrian Walkway (defined below), and the Station Avenue Pedestrian Walkway (defined above). The Station Facility does not include any parking areas.

"Station Platform" means the platform in Brunswick, Maine, pictured in the photographs attached as Exhibits A through D, that is used by Downeaster passenger trains for the purpose of receiving and discharging passengers, including stairs, ramps, and the platform canopy. The Station Platform is owned by NNEPRA and is located on: (i) certain property owned by the State of Maine and leased to NNEPRA, and (ii) certain other property owned by JHR and leased to NNEPRA.

"Union Street Pedestrian Walkway" means the short pedestrian walkway at the westerly (i.e. Union Street) end of the Station Platform (defined above) that permits pedestrian passage between the Station Platform and Union Street. The Union Street Pedestrian Walkway is located on property owned by the State of Maine and leased to NNEPRA.

"Visitor Center" means the Maine Street Station Visitor Center. The Visitor Center is located in space that Municipality leases from JHR (at no cost to Amtrak or NNEPRA) and is managed by the Brunswick Downtown Association under an agreement with Municipality.

2. Operation and Maintenance of Station Facilitv.

(a) Station Platform and Union Street Pedestrian Walkway.

(i) Municipality shall maintain, or shall contract with a third party to maintain, the Station Platform and the Union Street Pedestrian Walkway, at no cost to Amtrak or NNEPRA. For purposes of this Agreement, "maintenance" of the Station Platform and the Union Street Pedestrian Walkway shall include only regular cleaning (so that the Station Platform and Union Street Pedestrian Walkway are at all times in a clean, neat, and safe condition) and snow removal.


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Snow removal shall be conducted in a manner that ensures that snow is not moved onto any railroad track or right-of-way, nor onto JHR's property without JHR's prior approval.

(ii) Municipality, at Municipality's expense, shall maintain an adequate supply of replacement light bulbs for the lighting fixtures adjacent to the Station Platform and shall replace these light bulbs when they burn out.

(iii) Municipality shall pay the cost of electricity required to operate the lighting fixtures adjacent to the Station Platform and the heating elements contained in the Station Platform.

(iv) Except for Municipality's specific maintenance obligations set forth above, NNEPRA shall be responsible, at NNEPRA's expense, for such repairs to, and maintenance of, the Station Platform as NNEPRA deems necessary, including such structural and other repairs to the Station Platform, such repairs to the heating elements contained in the Station Platform, such repairs to the lighting fixtures adjacent to the Station Platform, and such painting of the Station Platform, as NNEPRA deems necessary.

(b) Visitor Center.

(i) Municipality shall maintain, or shall contract with a third party to maintain, the Visitor Center, at no cost to Amtrak or NNEPRA. For purposes of this Agreement, "maintenance" of the Visitor Center shall include regular cleaning (so that the Visitor Center is at all times in a clean, neat, and safe condition).

(ii) Municipality shall ensure that the Visitor Center is open and available every day for Downeaster passengers, from 30 minutes prior to the day's first scheduled Downeaster departure for Boston until the day's last Downeaster departure for Boston.

(iii) Amtrak or NNEPRA may install one or more automated ticket machines in the Visitor Center, in locations to be mutually agreed upon by Amtrak, NNEPRA, and Municipality, without charge to Amtrak or NNEPRA. Municipality shall have no obligation to operc;~te, maintain, repair, or replace any such machine(s) and shall have no liability to any person related to the presence or use of such machine(s).

(c) Station Avenue Pedestrian Walkway.

(i) JHR shall maintain, or shall contract with a third party to maintain, the Station Avenue Pedestrian Walkway, at no cost to Amtrak or NNEPRA. For


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. .

purposes of this Agreement, "maintenance" of the Station Avenue Pedestrian Walkway shall include regular cleaning (so that the Station Avenue Pedestrian Walkway is at all times in a clean, neat, and safe condition) and snow removal. Snow removal shall be conducted in a manner that ensures that snow is not moved onto any railroad track or right-of-way.

(ii) JHR shall be responsible, at JHR's expense, for adequate lighting of the Station Avenue Pedestrian Walkway. The current lighting is considered adequate for the purposes of this Agreement.

(d) Snow Removal from Station Platform Canopy and Adjacent Roof. When winter weather conditions so require, Municipality and JHR shall confer and arrange for the removal of snow from the Station Platform canopy and/or from the roof (on JHR's building) located immediately adjacent to the Station Platform canopy. The cost of such snow removal shall be shared by Municipality and JHR in accordance with the arrangement agreed upon by Municipality and JHR. Snow removal shall be conducted in a manner that ensures that snow is not moved onto any railroad track or right-of-way, nor onto JHR's property without JHR's prior approval.

(e) Compliance With Law. Each party to this Agreement shall perform its respective obligations under this Agreement in compliance with all applicable requirements imposed by federal, state, and local laws, regulations, and ordinances (including, without limitation, the Americans With Disabilities Act).

(f) Amtrak Station Standards and Guidelines. Municipality and JHR have been provided with a copy of Amtrak's Station Standards and Guidelines. To the extent reasonably possible, the Station Facility shall be operated and maintained consistently with these standards and guidelines to the extent applicable and to the extent not inconsistent with the terms of this Agreement. The parties agree that the Station Facility, as built and as existing as of the date of this Agreement, reasonably complies with such standards and guidelines.

(g) Security. Municipality, at Municipality's expense and in Municipality's reasonable discretion, shall be solely responsible to provide such physical security of the Station Facility as Municipality in its sole discretion deems appropriate.

(h) No Charge for Use. The Station Facility shall be available for use by Downeaster passengers without charge to NNEPRA, Amtrak, or its passengers.

(i) Ancillary Uses and Signage. NNEPRA, in consultation with Municipality and JHR, may utilize the Station Facilrty to support and promote the Downeaster and may install such Downeaster-related signage as NNEPRA deems appropriate. Exterior signage shall comply with applicable Brunswick ordinances.


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3. Downeaster Service.

(a) Brunswick Station Stop. Subject to the terms and conditions of this Agreement and subparagraphs (b) and (c) of this paragraph, and so long as NNEPRA and Amtrak agree, Amtrak shall include Brunswick, Maine, as a regularly scheduled Downeaster station stop (and shall so indicate in all of its Downeaster timetables) and shall stop Downeaster passenger trains at the Station Platform for the purpose of receiving and discharging passengers.

(b) Schedules and Frequencies. Downeaster schedules and frequencies shall be determined by NNEPRA and Amtrak.

(c) Contingencies Associated With Continued Downeaster Operations. Municipality and JHR acknowledge that the continued operation of the Downeaster is contingent on numerous factors, including (without limitation) Amtrak's continued ability (legal, fiscal, and otherwise) to operate the Downeaster, as well as the continued availability of funds to permit NNEPRA to support the operation of the Downeaster. Municipality and JHR acknowledge that neither Municipality nor JHR, nor any third party having an agreement with Municipality or JHR pertaining to the Station Facility, shall have any rights or remedies against Amtrak or NNEPRA in the event that the operation of the Downeaster is reduced, suspended, or discontinued for any reason.

4. Use of Station Platform by Passengers of Other Railroads. In the event that a railroad operating rail passenger service, other than Amtrak, wishes to use the Station Platform to receive and discharge passengers, NNEPRA shall so notify Amtrak, Municipality and JHR and shall consult with Amtrak, Municipality and JHR regarding any issues or concerns that may be generated by such use of the Station Platform. Prior to permitting such use of the Station Platform, NNEPRA shall require the railroad to maintain such insurance with respect to its passenger operations as may be reasonably acceptable to NNEPRA, Amtrak, Municipality, and JHR.

5. Station Facility Insurance.

(a) Insurance to be Maintained by Municipality. Municipality shall procure and maintain, at no cost to Amtrak or NNEPRA, insurance reasonably satisfactory to Amtrak and NNEPRA, which shall include Amtrak, NNEPRA, the State of Maine, and JHR as additional insureds, covering liability for injury to or death of any person (including but not limited to passengers) and damage to or loss of property arising out of or in connection with the operation and maintenance of the Station Platform, the Union Street Pedestrian Walkway, and the Visitor Center. Such insurance shall have limits of liability of no less than $2,000,000 for each occurrence, shall include contractual liability protection for the obligations of Municipality hereunder, shall not include an exclusion


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for contractual liability or for the activities required by this Agreement to be performed by Municipality within 50 feet (or any other distance) of a railroad, and shall be endorsed to indicate that the additional insureds shall have no duty or obligation for payment of premiums. Municipality shall provide certificates of such insurance to Amtrak, NNEPRA, the State of Maine, and JHR prior to the initiation of Downeaster service to Brunswick, and annually thereafter.

(b) Insurance to be Maintained by NNEPRA. NNEPRA shall procure and maintain, at no cost to Amtrak, Municipality, or JHR, commercial general liability insurance, which shall include Amtrak, the State of Maine, Municipality, and JHR as additional insureds, covering liability for injury to or death of any person (including but not limited to passengers) and damage to or loss of property arising out of or in connection with the operation and maintenance of the Station Platform. Such insurance shall have limits of liability of no less than $2,000,000 for each occurrence (which limits of liability may be satisfied in part through coverage under a so-called "umbrella" policy), shall include contractual liability protection for the obligations of NNEPRA hereunder, and shall not include an exclusion for contractual liability or for the activities required by this Agreement to be performed by NNEPRA within 50 feet (or any other distance) of a railroad. NNEPRA shall provide certificates of such insurance to Amtrak, the State of Maine, Municipality, and JHR prior to the initiation of Downeaster service to Brunswick, and annually thereafter.

(c) Insurance to be Maintained by JHR. JHR shall procure and maintain, at no cost to Amtrak or NNEPRA, insurance reasonably satisfactory to Amtrak and NNEPRA, which shall include Amtrak, NNEPRA, the State of Maine, and Municipality as additional insureds, covering liability for injury to or death of any person (including but not limited to passengers) and damage to or loss of property arising out of or in connection with the operation and maintenance of the Station Avenue Pedestrian Walkway. Such insurance shall have limits of liability of no less than $2,000,000 for each occurrence, shall include contractual liability protection for the obligations of JHR hereunder, shall not include an exclusion for contractual liability or for the activities required by this Agreement to be performed by JHR within 50 feet (or any other distance) of a railroad, and shall be endorsed to indicate that the additional insureds shall have no duty or obligation for payment of premiums. JHR shall provide certificates of such insurance to Amtrak, NNEPRA, the State of Maine, and Municipality prior to the initiation of Downeaster service to Brunswick, and annually thereafter.

(d) Workers' Compensation Insurance. Municipality, NNEPRA, and JHR each shall maintain, at their own expense, such workers' compensation insurance as may be required by Maine law.


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6. Miscellaneous.

(a) Term. Unless earlier terminated, this Agreement shall expire on December 14, 2031.

(b) Remedies. In the event of a failure by Municipality or by JHR to abide by any of its respective obligations under this Agreement, NNEPRA and/or Amtrak shall notify Municipality or JHR (as the case may be) in writing of such failure, and Municipality or JHR (as the case may be) shall have thirty (30) days from receipt of such notice to cure any such failure. (If such failure cannot reasonably be cured within such cure period, but the party in question proceeds promptly and with due diligence to effect a cure, the time for curing such failure shall be extended for up to an additional sixty (60) days.) In the event Municipality or JHR (as the case may be) does not cure such failure within such cure period, the Downeaster's station stop in Brunswick, Maine, may be suspended or terminated (in addition to such other rights and remedies that Amtrak and NNEPRA may have under this Agreement and under applicable law).

(c) Notice. Any notice or other communication in connection with this Agreement shall be in writing. Such notices shall be delivered by certified mail or by Federal Express (or a similar overnight delivery carrier) to the addresses set forth below:

To Amtrak:

Assistant Vice President, Real Estate National Railroad Passenger Corporation 30th Street Station Philadelphia, Pennsylvania 19104

With a copy to:

General Counsel National Railroad Passenger Corporation 60 Massachusetts Avenue, N.E. Washington, D.C. 20002

To NNEPRA:

Executive Director Northern New England Passenger Rail Authority 75 West Commercial Street, Suite 1 04 Portland, Maine 04101-4631


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To Municipality:

Town Manager Town of Brunswick 28 Federal Street Brunswick, Maine 04011

To JHR:

JHR Development of Maine Phase I, LLC 40 South Street, Suite 305 Marblehead, Massachusetts 01945

(d) Assignment. No party to this Agreement shall assign this Agreement, or any of such party's rights or obligations under this Agreement, without the prior written consent of the other parties hereto, which consent shall not be unreasonably denied, delayed, or conditioned.

(e) No Other Parties or Third-Party Beneficiaries. The only parties to this Agreement are Amtrak, NNEPRA, Municipality, and JHR. This Agreement is not intended to confer any rights on any other person or entity, and there are no intended third-party beneficiaries to this Agreement. To the extent that any other person or entity may benefit from the performance by any party of its obligations under this Agreement, that benefit is purely incidental.

(f) Amendment. This Agreement may be modified or amended only by means of a writing signed by all parties.

(g) Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maine (without regard to conflicts-of-laws principles that would require the application of any other law).

[REMAINDER OF PAGE LEFT BLANK]


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Municipal Station Agreement

Brunswick, Maine Page 9 of 9

IN WITNESS WHEREOF, Amtrak, NNEPRA, Municipality, and JHR have caused this Agreement to be executed as of the date first above written. NATIONAL RAILROAD PASSENGER CORPORATION _________________________ By: _________________________ Attest Print Name: __________________ Title: ________________________ NORTHERN NEW ENGLAND PASSENGER RAIL AUTHORITY _________________________ By: _________________________ Attest Print Name: __________________ Title: ________________________ TOWN OF BRUNSWICK _________________________ By: _________________________ Attest Print Name: __________________ Title: ________________________ JHR DEVELOPMENT OF MAINE PHASE I, LLC _________________________ By: _________________________ Attest Print Name: __________________ Title: ________________________

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Station Agreement Oct 2012