Exhibit B
TOWNSHIP OF LOWER MERION Department of Building & Planning
MEMORANDUM
TO: Douglas S. Cleland, Township Manager
FROM: Christopher Leswing, PP, AICP, Assistant Director Building and Planning
SUBJECT: Cynwyd Trail Lease Amendment and Construction License Agreement
DATE: September 10, 2010
In 2009, the Township was awarded a $350,000 ‘smart transportation’ grant through the Pennsylvania Community Transportation Initiative (PCTI) program to construct emergency, bicycle and pedestrian access to the Cynwyd Trail from Cynwyd Station. The grant does not require a local match, but does require extensive coordination with SEPTA and PennDOT.
The PCTI grant improvements are a key component of the Cynwyd Trail plan. The improvements will allow trail users to access public parking at Cynwyd Station and in the Bala Commercial Lot off of Bala Avenue. In addition, the grant improvements will enhance passenger areas at Cynwyd Station and will also provide safe pedestrian access to the trail at active train tracks from the surrounding residential neighborhood. The grant is from the federal government and is administered by PennDOT.
In order to access the grant funds, the Township must amend the existing trail lease and enter into a construction license with SEPTA by the end of September. Staff, with assistance from the Township Engineer and Township Solicitor, has been working with SEPTA and PennDOT to prepare the following items for consideration by the Building and Planning Committee.
Staff had not received final versions of the documents at the time that this memo was prepared. In order to move this item forward, staff is providing the Committee with advanced substantive DRAFTS of the documents detailed in this memo for review at Monday’s meeting. FINAL versions of all documents will be provided prior to the September 22nd Board of Commissioners meeting.
CYNWYD HERITAGE TRAIL LEASE AMENDMENT and MAINTENANCE AGREEMENT The existing Cynwyd Heritage Trail lease begins approximately 580’ west of the Cynwyd Station platform. Currently the trail is accessed from Cynwyd Station across active tracks and by land not technically open to the public. The attached lease amendment will extend the trail back to the eastern end of the Montgomery Avenue Bridge to provide a safe and convenient location for trail users and emergency vehicles to access the trail. The PCTI Grant will provide funds to
1 Exhibit B
construct the portion of the trail by the station, to install safety fencing between the active rail and the recreational trail and to construct access improvements from the inbound and outbound sides of the station. Amending the trail lease is necessary to develop Cynwyd Station as a trailhead.
For several years volunteers of the Beautification Committee of the Neighborhood Club of Bala Cynwyd have planted and maintained gardens around Cynwyd Station. Over the past two years volunteers from the Friends of the Cynwyd Heritage Trail have expanded the public landscaping to include additional perennials and trees around the station parking lot. The attached Maintenance Agreement formalizes the relationship between the Township and SEPTA to landscape areas around Cynwyd Station. In exchange for permitting the Township (via volunteers) to landscape the station SEPTA will provide water to maintain the plantings.
RECOMMENDED ACTION - approval of Lease Amendment and Maintenance Agreement
CYNWYD STATION CONSTRUCTION LICENSE The Cynwyd Station access improvement project will require the Township’s contractors to access the trail through portions of SEPTA property not leased to the Township. The attached construction license will permit the Township to complete the trail access improvements. The license has been reviewed by the Township Solicitor. The license does not require BOC approval and can be executed by the Township Manager. Staff is presenting the construction license for information purposes because it relates to other trail related business being reviewed.
CONSTRUCTION TIMING/BUDGET Staff will present an update at the Committee meeting on the budget and bid/anticipated construction timing of the various components of the Cynwyd Heritage Trail project.
This memo includes the following attachments: • Exhibit B-1 DRAFT CHT Lease Amendment and Maintenance Agreement • Exhibit B-2 DRAFT CHT Construction License Agreement • Exhibit B-3 Graphic indicating CHT Lease Amendment • Exhibit B-4 Graphic indicating CHT Maintenance Agreement • Exhibit B-5 Graphic indicating CHT License Agreement
If you have any additional questions concerning this matter please do not hesitate to contact me.
2 Exhibit B DRAFT NO. 4 (CD3192)
SECOND AMENDMENT TO THE LEASE AGREEMENT BY AND BETWEEN SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY, LESSOR AND THE TOWNSHIP OF LOWER MERION, LESSEE
SEPTA REGISTRY NO. 4621
On this ______day of ______, 2010, Southeastern Pennsylvania Transportation Authority (“SEPTA”) and the Township of Lower Merion (“Township”) have entered into this Second Amendment (“Second Amendment”) to the Lease Agreement, as amended (“Agreement”) by and between them.
WHEREAS, SEPTA and Township entered into the Agreement on October 22, 2007 and a First Amendment to the Agreement on March 28, 2008; and
WHEREAS, under the Agreement SEPTA leases to the Township that portion of the surface of the Non-Operating Cynwyd Line (“Premises”) for use as an interim trail known as the Cynwyd Heritage Trail (“Trail”); and
WHEREAS, Township desires to (i) extend the Trail to the south and correspondingly expand the Premises to the south closer to the Cynwyd Station (which Township also leases from SEPTA) as depicted by the area highlighted in yellow in Attachment 2, in order to allow improved and safer access to the Trail; (ii) install various landscaping and maintain those areas as depicted by the hatched area highlighted in green in Attachment 3; and (iii) install a fence on both sides of operating portion of the Cynwyd Line with a crossing for access to the Trail as depicted in Attachment 4; and
WHEREAS, Township further desires to extend the Term of the Agreement to enable Township to better qualify for governmental and other funding based on long term public use of the Trail; and
WHEREAS, based upon the foregoing and in accordance with Section 30 of the Agreement, the parties confirm that the terms and conditions of the Agreement with respect to both extending the Trail and expanding the Premises, as well as lengthening the Term thereof, should be reflected by this Second Amendment.
NOW, THEREFORE, for full and valuable consideration, the receipt of which is hereby acknowledged, SEPTA and Township, intending to be legally bound, hereby agree as follows:
I. Amendments To The Agreement.
A. Section 2 is deleted and in its stead is the following language:
Subject to § 11 hereof and insofar as SEPTA’s title and interest permit, SEPTA
- 1 - Exhibit B DRAFT NO. 4 (CD3192) hereby leases to Township and its successors: (i) that portion of the surface of the Non- Operating Cynwyd Line situated between a point ten feet north of the bumper which is approximately 641 feet north of the northern end of the platform of the Cynwyd Station at Mile Post 6.25 along the Non-Operating Cynwyd Line to just west of the Schuylkill River at Mile Post 7.45, as identified on Attachment 1 and (ii) that easterly portion of railroad right-of-way 10 feet from center line of the inbound track along the operating portion of the Cynwyd Line between the bumper at Mile Post 6.25 and running south for a distance of approximately 845 feet past the Cynwyd Station and under Conshohocken State Road to Mile Post 6.09 as depicted on Attachment 2, copies of which is attached hereto (collectively the “Premises”), for interim trail use by Township, subject to all the terms and conditions as set forth in the Agreement and all applicable statutes and regulations.
B. Section 11 is deleted and in its stead is the following language:
The initial term of this Agreement shall be for 30 years and Township shall have the option to extend the term for three additional terms of ten years each. Such options may be exercised by giving written notice thereof to SEPTA at least one year prior to expiration of the initial or then current term. Notwithstanding the foregoing, this Agreement shall be subject to termination with or without cause by either party upon 180 days’ written notice.
C. The following new Section 37 is added to the Agreement:
37. (a) With respect to the parcel identified in Attachment 1 and in addition to the other requirements of Township contained in the Agreement, Township shall erect a suitable fence (subject to the pre-approval of SEPTA) on both sides of the operating Cynwyd Line with a crossing for access to the Trail as shown in Attachment 4.
(b) SEPTA shall retain an operating right-of-way from the proposed fence to the toe of existing embankment (a distance of approximately 20 feet).
D. The following new Section 38 is added to the Agreement:
38. (a) Township shall maintain (i) the embankment between the operational train tracks and the Cynwyd Station parking lot and (ii) the Cynwyd Station park from the outbound side of the Montgomery Avenue Bridge to the bumper, as depicted in hatched area highlighted in blue on Attachment 3.
(b) Township will install and maintain the aforesaid area with trees, shrubs and perennials, and will coordinate with SEPTA in the selection of the plantings and ensure that such maintenance does not interfere with SEPTA’s operations.
(c) SEPTA shall be responsible for making water available at the Cynwyd Station for Township’s maintenance responsibilities as contemplated hereunder.
- 2 - Exhibit B DRAFT NO. 4 (CD3192)
II. Retention Of Other Terms And Conditions Of The Agreement.
Except as set forth in the First and Second Amendments, all other terms and conditions of the Lease shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto acting through their duly authorized representatives and intending to be legally bound have executed the Second Amendment to the Agreement.
Southeastern Pennsylvania Transportation Authority, Lessor
By: ______Attest: ______(Seal) Joseph M. Casey, General Manager Secretary
Township of Lower Merion, Lessee
By: ______Attest: ______(Seal) Douglas S. Cleland, Township Manager
Approved as to form
By: ______Office of the General Counsel of SEPTA
S/Corp/CorpMatters/CD3192: 20100901 -- Second-Amendment-to-Lower-Merion-Twp-Cynwyd-Trail-Lease - DRAFT 4.doc
- 3 - Exhibit B DRAFT NO. 4 (CD3192)
MAP OF PREMISES
ATTACHMENT 1 Exhibit B DRAFT NO. 4 (CD3192) Exhibit B DRAFT NO. 4 (CD3192) Exhibit B DRAFT NO. 4 (CD3192)
SITE PLAN DEPICTING THE EXPANDED PREMISES
ATTACHMENT 2 Exhibit B DRAFT NO. 4 (CD3192) Exhibit B DRAFT NO. 4 (CD3192)
SITE PLAN DEPICTING THE MAINTENANCE AREA
ATTACHMENT 3 Exhibit B DRAFT NO. 4 (CD3192) Exhibit B DRAFT NO. 4 (CD3192)
SITE PLAN DEPICTING THE FENCING AND CROSSING
ATTACHMENT 4 Exhibit B DRAFT NO. 4 (CD3192) Exhibit B DRAFT NO. 2 (CD3192)
LICENSE AGREEMENT BY AND BETWEEN THE TOWNSHIP OF LOWER MERION AND SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY FOR EXTENSION OF THE CYNWYD HERITAGE TRAIL
SEPTA REGISTRY NO. 4621
THIS LICENSE AGREEMENT (“License Agreement”) is made and entered into on this ______day of ______, 2010, by and between Southeastern Pennsylvania Transportation Authority (“SEPTA” or “Licensor”), a body corporate and politic which exercises the public powers of the Commonwealth of Pennsylvania as an agency and instrumentality thereof with its principal office located at 1234 Market Street, 10th Floor, Philadelphia, Pennsylvania 19107-3780 and the Township of Lower Merion (“Township” or “Licensee”), (each a “Party”, both “Parties”).
WHEREAS, SEPTA is the owner of tracts of land known collectively as the Cynwyd Line (“Cynwyd Line”), Line Code No. 1129, that include the part that is located between Cynwyd Station and the west bank of the Schuylkill River on which no train service currently operates (“Non-Operating Cynwyd Line”); and
WHEREAS, title to the part of the Cynwyd Line that is located within Montgomery County is recorded at the Office of the Recorder of Deeds of Montgomery County in Book 4534 at Pages 101 to 141 and in Plan Case No. 13 on June 12, 1980; and
WHEREAS, SEPTA deems that the Non-Operating Cynwyd Line and its associated right-of-way are not abandoned and SEPTA will retain the Non-Operating Cynwyd Line as part of the rail transportation system for use on an interim basis for recreational trail purposes as if under the National Trail Systems Act, 16 U.S.C. § 1247(d), and the Pennsylvania Rails to Trails Act; and
WHEREAS, SEPTA and Township entered into a Lease Agreement (“Agreement”) on October 22, 2007 whereby SEPTA leases to the Township a portion of the surface of the Non-Operating Cynwyd Line (“Premises”) for use as an interim trail known as the Cynwyd Heritage Trail (“Trail”) for recreational purposes; and
WHEREAS, SEPTA and Township entered into a First Amendment to the Agreement on March 28, 2008 and a Second Amendment to the Agreement (“Second Amendment”) contemporaneously herewith, the latter of which effectuates the extension of the Trail south and the corresponding expansion of the Premises, a sample copy of the contemplated document of which is attached hereto as Attachment 1; and
WHEREAS, Township now desires to obtain from SEPTA a license by which SEPTA will allow Township and/or its contractor to enter upon real estate that SEPTA owns in order to extend the Trail (collectively “Work”) as contemplated in the Second Amendment; and
- 1 - Exhibit B DRAFT NO. 2 (CD3192)
WHEREAS, SEPTA and Township have agreed to enter into the License Agreement under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties do hereby covenant and agree as follows.
Section 1. Recitals.
The recitals above are hereby incorporated into the body of the License Agreement.
Section 2. Attachments.
Attached to the License Agreement as Attachment 1 is a sample of the Second Amendment. Attachment 2 is a site plan that depicts (in the yellow highlighted area) the property (“Licensed Space”) of SEPTA on which Township will access and conduct the Work. Attachment 3 is a description of the Work which Township and/or its contractor will perform, and Attachment 4 is a site plan depicting the Work. The Parties agree that Attachments 1, 2, 3 and 4 are part of and are incorporated into the License Agreement.
Section 3. Grant Of License.
SEPTA hereby grants to Township and Township hereby accepts from SEPTA a license to conduct the Work, which is described in Attachment 3, within the Licensed Space which is identified in Attachment 2.
Section 4. Term.
a. The term (“Term”) of the License Agreement shall be for a period of approximately fifteen months and shall commence on September 30, 2010 (“Commencement Date”) and terminate on December 31, 2011. If they agree in writing, the Parties may extend the Term.
b. By the last day of the Term SEPTA will conclude its use of and vacate the Licensed Space, after restoring the Licensed Space to the condition it was at the time the use commenced. The foregoing vacating responsibility shall not apply to any area currently being under lease to Township from SEPTA.
Section 5. Permitted Use.
a. Township shall use the Licensed Space only to conduct the Work.
b. Township is exclusively responsible for assuring that Township’s use of the Licensed Space permitted under the License Agreement is otherwise permissible under federal, state and local laws.
c. Township is exclusively responsible for obtaining any and all necessary
- 2 - Exhibit B DRAFT NO. 2 (CD3192) permits and zoning approvals and all other authorizations that are necessary for Township’s use of the Licensed Space.
d. SEPTA bears no responsibility for and SEPTA makes no representation or warranty that Township’s use of the Licensed Space permitted under the License Agreement is otherwise permissible under federal, state and local laws. SEPTA bears no responsibility for obtaining any and all necessary permits and zoning approvals and all other authorizations that are necessary for Township’s use of the Licensed Space. However, SEPTA will cooperate with Township’s efforts to obtain any and all necessary permits and zoning approvals and other authorizations that are necessary for Township’s use of the Licensed Space.
e. In its use of the Licensed Space, Township for itself, its agents, contractors and subcontractors shall comply with all applicable laws, ordinances, rules and regulations of the federal, state and municipal governments.
Section 6. Right To License The Licensed Space.
SEPTA acknowledges that it has the right and ability to enter into the License Agreement for the Licensed Space such that SEPTA can meet and honor all terms and conditions of the License Agreement. SEPTA further asserts that it does not intend to, and will not take any action with respect to the Licensed Space that in any way would affect its ability to meet and honor all of the terms and conditions of the License Agreement.
Section 7. Licenses And Subleases Prohibited.
Township may not sublicense the Licensed Space or any portion thereof for any use by any third party. Township may allow a third party, acting as an agent or contractor of Township, to enter upon the Licensed Space in connection with the permitted use of the Licensed Space.
Section 8. Fee.
For the Term Township covenants and agrees to pay to SEPTA the sumof One Dollar ($1.00) as the fee for use of the Licensed Space.
Section 9. SEPTA Accepts The Licensed Space “As Is”.
Township acknowledges that Township inspected the Licensed Space and that Township accepts the Licensed Space “as is”, based solely upon its own investigation and without warranty by SEPTA as to the condition or suitability of the Licensed Space for any use permitted to Township under the License Agreement.
Section 10. Improvements.
- 3 - Exhibit B DRAFT NO. 2 (CD3192)
Township shall not make any improvement to the Licensed Space. To the extent that Township damages any part of the Licensed Space, Township must repair the damage and restore the Licensed Space to the condition it was at the time the use commenced.
Section 11. Warning Signs.
Township is exclusively responsible for warning third parties of any danger on the Licensed Space while Township and/or its contractor performs the Work.
Section 12. Surrender Of Licensed Space.
Upon the termination of the Term, Township for itself, its agents, contractors and subcontractors, shall
a. Surrender the Licensed Space in at least as good order and condition as the Licensed Space was upon the Commencement Date;
b. Remove from the Licensed Space all signs that Township installed and all material that SEPTA placed thereon; and
c. Remove from the Licensed Space all debris that Township caused to be deposited upon the Licensed Space.
Section 13. Indemnification.
Township, for itself and its agents contractors and subcontractors hereby agrees to defend, indemnify, and hold harmless SEPTA, its successors, assigns, officers, agents, employees and invitees from all claims, demands, suits, actions, expenses or liability of any kind or nature whatsoever brought for or on account of injury to persons (including death) and damage to and loss of property that are caused by or arise out of Township’s use and occupancy of the Licensed Space, and that are due to any act, omission, neglect or misconduct of Township’s officers, agents, employees, contractors and subcontractors. It is specifically not intended, however, that Township releases, indemnifies or holds SEPTA harmless for damages or injuries to persons (including death) caused by, arising out of or due to SEPTA’s own gross negligence or intentional misconduct. Township shall also not be liable for indemnifying SEPTA against claims by any officer, business partner, employee, agent, worker, contractor, subcontractor, consultant, invitee, or servant of Township, for claims for compensation or benefits payable to any extent by or for Township under any worker’s or similar compensation acts or other employee acts, or that of its agents, employees, contractors, successors or assigns.
Section 14. Insurance.
Township shall provide and maintain at its own cost and expense, the following kinds and amounts of insurance, with minimum limits of liability, until and unless
- 4 - Exhibit B DRAFT NO. 2 (CD3192) notified by SEPTA, with at least 90 days’ advance written notice, that other kinds or amounts of insurance shall thereafter be required:
a. Workers’ compensation insurance: As the Commonwealth of Pennsylvania requires. Said insurance shall include employer’s liability coverage for $500,000 per accident/disease.
b. Commercial general liability insurance: $5,000,000 combined single limit (bodily injury and property damage per occurrence).
c. Vehicle liability insurance: $1,000,000 combined single limit (bodily injury and property damage per occurrence).
d. Railroad protective liability insurance: [TO BE DETERMINED]
Section 15. Notices.
All notices required under the License Agreement shall be in writing and mailed to the addressees listed below.
If to SEPTA: Southeastern Pennsylvania Transportation Authority Office of the General Counsel 1234 Market Street, 5th Floor Philadelphia, PA 19107-3780
If to Township: Township Manager Township of Lower Merion Montgomery County 75 East Lancaster Avenue Ardmore, PA 19003-2376
Section 16. Governing Law, Forum Selection And Consent To Jurisdiction.
All matters or claims that arise out of, relate to, or are in connection with the License Agreement or the relationship between the Parties shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to the principles of conflicts of laws of such state. All matters, disputes, claims, litigation, or proceedings of any nature whatsoever based upon, arising out of, under or in connection with the License Agreement or relationship between the Parties shall be solely and exclusively brought, maintained, resolved, and enforced in the state or federal courts that are located in the City of Philadelphia, Pennsylvania, irrespective of any procedural rules or laws related to venue and forum non conveniens, including but not limited to any choices that the Parties may have under any such rules or law. The Parties hereby expressly consent to the jurisdiction of the state and federal courts that are located in the City of Philadelphia and hereby expressly and irrevocably waive any objection that either Party may have or hereafter
- 5 - Exhibit B DRAFT NO. 2 (CD3192) may have (i) to jurisdiction or venue in the state and federal courts that are located in the City of Philadelphia and (ii) to any claim that such court is inconvenient or lacks personal jurisdiction over the Parties. The Parties represent and acknowledge that the choice of jurisdiction and venue described above is reasonable and has been freely and voluntarily made. Further, the choice of jurisdiction and venue described above shall be mandatory and not permissive in nature, thereby precluding the possibility by the Parties of litigation or trial in any other jurisdiction, court or venue other than specified above, except that any final judgment may be enforced in other jurisdictions in any manner provided by law.
Section 17. Scope Of Agreement.
The License Agreement contains the complete understanding of the Parties and all representations and agreements between them with respect to the License Agreement and/or Licensed Space and supersedes any and all previous arrangements or understandings, either verbal or in writing, regarding the License Agreement and/or the Licensed Space.
Section 18. No Modification.
No modification or change of any provision of the License Agreement shall be effective unless such be in writing and signed by the proper representatives of the Parties.
Section 19. Severability.
If any portion of any term or provision of the License Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of the License Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of the License Agreement shall be valid and be enforced to the fullest extent permitted by law.
Section 20. Recording Prohibited.
Neither Party shall record in the Office of the Recorder of Deeds the License Agreement or a short form or memorandum of the License Agreement.
[The remainder of the page, except for the page number, is intentionally blank.]
- 6 - Exhibit B DRAFT NO. 2 (CD3192)
IN WITNESS WHEREOF, the Parties have executed the License Agreement by their duly authorized officers or representatives, as of the date first above written.
Southeastern Pennsylvania Transportation Authority, Licensor
By: ______Attest: ______(Seal) Joseph M. Casey Secretary General Manager
Township of Lower Merion, Licensee
By: ______Attest: ______(Seal) Douglas S. Cleland
Approved as to form
By: ______Office of the General Counsel of SEPTA
S/Litigation/OpenMatters/CD3192: 20100902 -- License-Agreement - Lower-Merion-Twnsp-for-Cynwyd-Heritage-Trail-Extension - DRAFT 2.doc
- 7 - Exhibit B DRAFT NO. 2 (CD3192)
SECOND AMENDMENT TO THE LEASE AGREEMENT
ATTACHMENT 1 Exhibit B DRAFT NO. 2 (CD3192)
TO BE INSERTED Exhibit B DRAFT NO. 2 (CD3192)
SITE PLAN DEPICTING LICENSED SPACE
ATTACHMENT 2 Exhibit B DRAFT NO. 2 (CD3192) Exhibit B DRAFT NO. 2 (CD3192)
DESCRIPTION OF THE WORK
ATTACHMENT 3 Exhibit B DRAFT NO. 2 (CD3192)
Project Description
Work will consist of improvements to the Cynwyd Station site and immediate, to improve pedestrian access to the proposed Cynwyd Heritage Trail. This project is part of a larger overall effort to create the 2-mile long trail, as a recreational resource of the Township and local region. The Cynwyd Station area will function as a critical public access point for the trail and serve as one of the major trail heads.
Background
Cynwyd Station is the terminus to the SEPTA regional rail Cynwyd line (formerly R6) connecting to Center City Philadelphia. This station and rail service will continue in active use. The Cynwyd Station building was leased by Lower Merion Township in 2007 and is currently being renovated by the Lower Merion Historical Society. When completed later this year, the building will house a waiting area for SEPTA passengers, public restrooms available to both SEPTA riders and trail users, and two tenant spaces. Construction of the Cynwyd Heritage Trail itself will be funded utilizing Township and Montgomery County funds. Construction for the trail is expected to begin in late fall 2010 or early spring 2011. Design for the trail head at Cynwyd Station will focus on improving public access to the trail. These improvements are funded by grant funding secured by the Township.
Detailed Description of the Work
Specific site improvements will include:
- New ADA-compliant pedestrian ramp connecting the parking lot to the platformlevel on the Station side of the tracks.
- New train platform.
- New rail crossing allowing trail users to cross the rail tracks safely to access the recreation trail.
- New fencing separating trail users from the active rail tracks.
- New paved plaza on the trail (east) side of the tracks, to serve as a trail head gathering area.
- Improved and widened driveway for emergency vehicle access on the trail (east) side of the tracks.
- Landscaping and public amenities. Exhibit B DRAFT NO. 2 (CD3192)
SITE PLAN DEPICTING THE WORK
ATTACHMENT 4 Exhibit B DRAFT NO. 2 (CD3192) Exhibit B Exhibit B Exhibit B