AGREEMENT REGARDING CONSTRUCTION OF RAIL PROJECT Northern Indiana Commuter Transportation District West Lake Corridor Town of Munster Area: MP WL61.38 - MP WL64.90 THIS AGREEMENT between the Town of Munster, Indiana, by and through its Town Council (hereinafter “Community”) and the Northern Indiana Commuter Transportation District operating the South Shore Line (hereinafter “the District”) is to be effective as of the day of , 2019. RECITALS WHEREAS, since 1990, the District has operated the South Shore Line passenger rail service from Millennium Station in Chicago, Illinois through Lake, Porter, LaPorte, and St. Joseph Counties in Indiana. WHEREAS, the District has applied for a New Starts Capital Investment Grant from the Federal Transit Administration (“FTA”) for the West Lake Corridor Project (“Rail Project”). WHEREAS, the District and Community support the construction of the Rail Project, which involves: the design and construction of a new approximate 8-mile extension of the South Shore Line from Hammond, Indiana to the border of Munster and Dyer, Indiana, along with new passenger stations, catenary, and structures necessary for passenger rail operations. WHEREAS, the Indiana General Assembly has authorized the District to make and enter into all contracts and agreements necessary or incidental to the performance of its duties and the execution of its powers in financing, leasing, and constructing the Rail Project. I.C. § 5-1.3-3-7. WHEREAS, the District and Community are parties to a Memorandum Agreement dated February 1, 1993, and Easement Agreement dated December 20, 1995 related to the Rail Project. WHEREAS, this Agreement is intended to follow those prior agreements among the Parties, and to establish the respective rights and obligations of each Party that are particular to the design of the current Rail Project. WHEREAS, the parties agree that it is in the best interests of both the District and Community to perform all actions necessary to complete the Rail Projects. 1 NOW, THEREFORE, the parties, intending to be duly bound, set forth their mutual rights and responsibilities to accomplish that purpose in a coordinated and unified approach to the funding, acquisition, and construction of the Rail Project. 1. Definitions – the defined terms set forth in this section shall apply throughout this Agreement. Agreement – This Agreement regarding Construction of Rail Project between the Northern Indiana Commuter Transportation District and the Town of Munster, Indiana. Community – Town of Munster, Indiana, including all Boards, Districts, Commissions, public officials, and any other entity serving the Town of Munster IFA – The Indiana Finance Authority The District – the Northern Indiana Commuter Transportation District Rail Project – the West Lake Corridor Project RDA – the Northwest Indiana Regional Development Authority 2. Findings and Purpose A. The foregoing recitals are incorporated in this Agreement as the findings of the parties. B. The purpose of this Agreement is to establish the mutual rights and responsibilities of the District and Community in order to complete the Rail Project. 3. Duration A. This Agreement shall be for an initial term of ten (10) years. B. This Agreement shall terminate earlier if the Rail Project is completed. 4. Rights and Responsibilities A. The District or its Contractors shall: i. Design and construct the Rail Project through the Design-Build procurement process under Indiana Law. ii. Acquire all real estate necessary for the Rail Project, in accordance with federal and state law, including all necessary appraisals and review appraisals. iii. Maintain insurance coverage for the construction of the Rail Project, and require its contractors to maintain insurance coverage. 2 iv. Develop a Maintenance and Protection of Traffic Plan to address disruptions to travel during the course of the Rail Project (pursuant to the March 2018 Final Environmental Impact Statement, Record of Decision, Attachment A). The plan shall address both street and trail closures. Any lane and trail closures and detour routes shall be approved by the Community. v. Upgrade the traffic signal at the intersection of Sheffield Avenue and Main Street to accommodate a fourth leg of the intersection providing access to the new station parking lot. vi. Provide for noise barriers with a height of four (4) to five (5) feet from top of rail between MP 63.7 and 63.9, on the west side of the tracks (pursuant to the March 2018 Final Environmental Impact Statement, Record of Decision, Attachment A). vii. Provide for noise barriers with a height of four (4) to five (5) feet from top of rail between MP 63.4 and 63.6, on the east side of the tracks (pursuant to the March 2018 Final Environmental Impact Statement, Record of Decision, Attachment A). viii. Implement ballast mats (or other track support system modifications) between MP 63.7 and 63.9, to extend the length of one full trainset on either side of the affected receptor (pursuant to the March 2018 Final Environmental Impact Statement, Record of Decision, Attachment A). ix. Perform relocation or upgrades (protect in place or replace) of utilities owned by Community in areas of the Rail Project between the southern extent of the Rail Project and the southern boundary of the old Monon Right-of-Way purchased by the District, Community, and the City of Hammond from CSX Transportation, Inc. (located at approximately MP WL63.1), which relocations and/or upgrades are necessary due to the Rail Project, or reimburse Community for its costs of performing said relocations or upgrades. The District shall include Community’s preferred utility contractors in the Design-Builder package for underground facilities. x. Restore any damage to the Pennsy Greenway Bike Trail as a result of the Rail Project to its pre-construction condition. The trail will be rerouted to cross the West Lake Corridor at Fisher Street. xi. Provide a pedestrian underpass at Sunnyside Avenue to accommodate the relocated Monon Bike Trail. xii. Provide a pedestrian tunnel at the new Munster/Dyer Station. xiii. Install a 5-foot wide sidewalk along the west side of Allison Road between Jenna Drive and Megan Way. xiv. Replace any high quality trees which are removed from property owned by the Community as a result of the construction of the Rail Project in locations desired by the Community. High quality trees shall be defined as healthy, native species with a minimum of 6” diameter at breast height. Replacement trees shall be a minimum of 2” diameter at breast height, in the discretion of the District. Provide a planting plan for Community approval that indicates the location and species of replacement trees. xv. Coordinate selection of landscape treatments to be consistent with the requirements of the Community’s landscaping ordinance with respect to any improvements constructed within the Community (pursuant to the March 2018 Final Environmental Impact Statement, Record of Decision, Attachment A). 3 xvi. After completion of the Rail Project, operate trains consistent with federal regulations and safe train operating standards. xvii. Provide a minimum of 60' easement underneath the 45th St. overpass, in the area north of the Grand Trunk Western right-of-way, for an access road to be constructed between the Munster Business Complex and the Lansing Country Club. xviii. Provide space for signs and lighting to be installed on the 45th St. overpass and Broadmoor Ave. viaduct. xix. After close –out of the Rail Project, permit, review plans for, and work with the Community to install a pedestrian underpass at Briar Lane, or if one is not feasible, a state-of-the-art at-grade crossing at Briar Lane. The District’s obligations under this subsection are subject to a demonstrated Transit-Oriented Development need, which must be certified by the RDA. xx. Maintain all parking areas and station areas in compliance with Community’s town codes or reimburse Community for maintenance costs. The District will work with the Community to develop and execute a mutually acceptable Operations and Maintenance Agreement before the commencement of revenue service operations (transporting passengers for a fare) of the Rail Project. The Operations and Maintenance Agreement shall address, at a minimum, the following: (a) lighting, (b) landscaping, (c) mowing, (d) snow/ice removal, and (e) crack sealing/paving. xxi. Develop and present plans for lighting, streetscaping, and landscaping for all parking and station areas that comply with Community’s town codes. xxii. Limit construction activities to established work hours of 7 AM to 7 PM unless specifically authorized by the Community. xxiii. Cooperate with Community and the RDA in planning and development to maximize the benefits and opportunities for transit-oriented development in the vicinity of the passenger stations, subject to the primary purpose of providing safe, reliable, and efficient commuter rail service. Conceptual plans are attached hereto as Exhibit B, for illustrative purposes only. B. Community or its Contractors shall: i. Review project plans once they have reached 60% completion and submit any proposed changes to the District within 30 days of receiving said 60% plans. Any proposed changes submitted by the Community shall be subject to the review and final approval of the District. Proposed changes submitted by the Community, and approved by the District, are subject to the following requirements: a. The District’s Design-Build Contractor shall create a cost estimate to complete