APPENDIX 1 TRAIN ARRIVAL TIMES

TRAIN ARRIVAL TIMES

1. INTRODUCTION

Train arrival times at each terminal shall be determined by the information provided by the PTIS System or other technologies that may become available and approved by the MBTA. In the event of a PTIS failure, the following criteria shall be used to determine train arrival times. These criteria may be changed at the direction of the MBTA.

2. GENERAL PROVISIONS

2.1 South Station

2.1.1 One minute shall be added to the time the train passes the Home signal at Tower 1.

2.2 Attleboro Line

2.2.1 Canton Junction - One minute shall be added to the time the train passes the Home signal at Junction.

2.2.2 Mansfield - The time the train arrives at Mansfield Station will be used.

2.2.3 Attleboro -

2.2.3.1 The time the train arrives at Boro will be used for those that terminate at Attleboro on Track #4.

2.2.3.2 Two minutes shall be added to the time the train passes Holden for those that terminate at Attleboro on Track #3.
2.2.4 South Attleboro - Two minutes shall be added to the time the train passes Hebronville.

2.2.5 Providence - One minute shall be added to the time the train passes Orms.

2.2.6 TF Green Airport – Two minutes after train passes Post.

2.2.7 Wickford Jct. – One minute after train passes Stony.

2.3 Needham Branch

2.3.1 Needham Heights - The time the train arrives at CP Heights will be used.

2.4 Franklin Branch

2.4.1 Norwood Central - Fourteen minutes shall be added to the time the train passes Sprague St.

2.4.2 Walpole - The time the train arrives at Walpole interlocking will be used.

2.4.3 Franklin - One minute shall be added to the time the train passes CP Frank.

2.4.4 Forge Park - The time the train arrives at Forge will be used.

2.5 Stoughton Branch

2.5.1 Canton Junction - The time the train arrives at Canton Junction will be used.

2.5.2 Canton Center - Two minutes shall be added to the time the train passes Canton Junction.

2.5.3 Stoughton - The time the train arrives at Canton Junction will be used.

2.6 Middleboro Main Line

2.6.1 Middleboro - One minute shall be added to the time the train passes Pilgrim.

2.7 Plymouth/Kingston Line

2.7.1 Abington - Two minutes shall be added to the time the train passes Abby.

2.7.2 Kingston - The time the train arrives at Gravel will be used.

2.7.3 Plymouth - -Two minutes shall be added to the time the train passes Seaside.

2.8 North Station

2.8.1 One minute shall be added to the time the train passes the Drawbridge Signal.

2.9 Western Route

2.9.1 Reading - Fifteen minutes shall be added to the time the train passes Fells.

2.10 Haverhill - Ten minutes shall be added to the time the train passes Frost Eastern Route/Gloucester Branch.

2.10.1 Salem - The time the train arrives at McNall.

2.10.2 Beverly - Two minutes shall be added to the time the train pass Beverly Draw.

2.10.3 Hamilton/Wenham - One minute shall be added to the time the train arrives at Chesley.

2.10.4 Newburyport - The time the train arrives at Port will be used.

2.10.5 Rockport - The time the train arrives at CP Loop will be used.

2.11 New Hampshire Route

2.11.1 Anderson/Woburn – The time the train passes Crawford shall be used.

2.11.2 Lowell - One minute shall be added to the time the train passes CPF-BY.

2.12 Fitchburg

2.12.1 Littleton/495 – The time the train passes CP30.

2.12.2 South Acton - The time the train passes CP25 will be used.

2.12.3 Fitchburg - One minute shall be added to the time the train passes CPF-GL.

2.12.4 Wachusett – To be determined.
APPENDIX 2

SAMPLE LEASE AGREEMENT BETWEEN
LESSEE
AND
MASSACHUSETTS BAY TRANSPORTATION AUTHORITY

AGREEMENT dated this [●], 200[●], between the LESSEE with offices at [●], CITY, STATE ZIP (hereinafter LESSEE) and MASSACHUSETTS BAY TRANSPORTATION AUTHORITY, a body politic and corporate and political subdivision of the Commonwealth of Massachusetts, with offices at 10 Park Plaza, Boston, MA 02116 (hereinafter LESSOR).

WITNESSETH: In consideration of the mutual covenants, promises and conditions herein contained, the parties hereto agree as follows:

1. LESSOR hereby leases to LESSEE, and LESSEE hereby leases from LESSOR certain railroad equipment (Equipment) described in Exhibit A, attached hereto, and incorporated by reference herein.

The LESSEE shall keep the Equipment free of any markings or labelling which might be interpreted as a claim of ownership.

1. Compensation for the Equipment shall be as follows:

i. $[●] per locomotive, per 24-hour period or fraction thereof;

ii. $[●] per passenger coach, per 24-hour period or fraction thereof.

LESSEE shall pay the compensation for such rentals to LESSOR within 15 days of receipt of LESSOR's invoice therefor.

2. LESSEE shall return said Equipment in a fully serviced and fully fueled condition to LESSOR, for use in Commuter Rail revenue service within the time limits set forth in Exhibit A. In the event that LESSEE fails to return any Equipment in a timely or fully fueled and serviced condition, LESSEE shall be assessed a charge of twice the daily rental amount, as liquidated damages, for each 24-hour period, or fraction thereof, for each locomotive or passenger coach so long as the Equipment fails to meet the terms and conditions of this Lease Agreement. Any such charges shall be invoiced by LESSOR, as appropriate, and payable within 15 days of receipt by LESSEE.

3. LESSOR makes no warranty or representation, either express or implied, as to the fitness, design or condition of, or as to the quality of the material or workmanship in the Equipment, it being agreed that all such risks, as between LESSOR and LESSEE, are to be borne by LESSEE. LESSEE agrees that, at its own cost and expense, it will maintain and keep each unit which is subject to this Lease in good order and repair and deliver each Unit back to LESSOR, in the same condition as when received from LESSOR, reasonable wear and tear excepted. Any changes or modifications to the equipment by the LESSEE are prohibited unless written request is approved in writing by the LESSOR's Chief Mechanical Officer.

4. It is understood and agreed that in the event that the said Equipment is damaged beyond repair, as determined solely by the LESSOR, the LESSEE shall pay the actual cash value of said Equipment to the LESSOR. It is further understood and agreed that in the event that components, subassemblies or any material that is on-board said Equipment is damaged, as determined solely by the LESSOR, the LESSEE shall pay for the repair or replacement cost of said material.

5. LESSEE shall release LESSOR from any and all liability for damage or destruction of LESSEE’s property arising out of the use of the Equipment hereunder and, further, LESSEE hereby agrees to indemnify and defend LESSOR and save it harmless from any and all claims for damage, loss or injury to property of others, or for injury or death to persons, including employees of the parties hereto, arising out of this Lease or the use of the Equipment, hereunder, however occasioned, regardless of the party against whom such claim or claims may be made, and to pay to LESSOR any and all damages, claims, suit, judgments and expenses which LESSOR may at any time suffer or be called upon to pay by reason of or in consequence of this Lease or the use of the Equipment hereunder. The parties specifically agree that this indemnification includes indemnification against and from any and all claims and suits, and any and all liability for loss or expense arising from or incidental to or in connection with any environmental damage.

6. LESSEE shall accept delivery from LESSOR of the Equipment at the Southampton Street Facility. LESSEE shall redeliver the Equipment to LESSOR at the point where delivery was accepted.

7. LESSEE shall be entitled to the use of the Equipment in accordance with the terms of this Lease. LESSEE shall not assign, transfer or encumber its leasehold interest under this Lease in any Equipment, without the prior written consent of the LESSOR, part with the control of, or suffer or allow to pass out of its control, any Equipment.

8. LESSOR shall have the right at any time to inspect the Equipment to assure compliance by LESSEE with its obligations under this Lease, providing such inspection does not interfere with the normal operations of the LESSEE.

9. In addition to and in no way in limitation of the indemnification provision contained in paragraph 6, the LESSEE shall protect, defend and indemnify the LESSOR against any fine or charge for the violation of any law, ordinance, safety code, regulation, order to decree involving the operation or condition of the leased Equipment, whether caused by itself, its employees or its agents.

10. Any notice required or permitted to be given by either party hereto to the other shall be deemed to have been given when deposited in the United States Mails, first-class postage prepaid, addressed as follows:

If to LESSEE:

Lessee

Address

City, State Zip

Attention: General Manager

If to LESSOR:

Massachusetts Bay Transportation Authority

45 High Street

Boston, MA 02110

Attention: Director of Railroad Operations