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R-24-06VILLAGE OF DEERFIELD RESOLUTION NO. 2024- R-24-06 A RESOLUTION APPROVING A PIPELINE EASEMENT AGREEMENT WITH THE COMMUTER RAIL DIVISION OF THE REGIONAL TRANSPORTATION AUTHORITY WHEREAS, the Village of Deerfield ("Village') is a home rule municipality in accordance with Article VII, Section 6 of the Constitution of the State of Illinois of 1970; and WHEREAS, the Village proposes to install a new water main system ("Utility System') located under a portion of Hazel Avenue where it crosses the Commuter Rail Division of the Regional Transportation Authority's ("Metra ") Milwaukee District North Line's right-of-way and tracks ("Easement Premises'); and WHEREAS, the Village and Metra desire to enter into a new easement agreement ("Agreement') to ratify and more formally document the Village's right to maintain its proposed Utility System on the Easement Premises ("Easement Agreement'); and WHEREAS, the Village Board has determined that it will serve and be in the best interests of the Village and its residents to enter into the Easement Agreement with Metra; NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE BOARD OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, as follows: SECTION 1: RECITALS. The Village Board hereby adopts the foregoing recitals as its findings, as if fully set forth herein. SECTION 2: APPROVAL OF EASEMENT AGREEMENT. The Village Board hereby approves the Easement Agreement by and between the Village and Metra in substantially the form attached to this Resolution as Exhibit A and in a final form approved by the Village Manager. SECTION 3: AUTHORIZATION TO EXECUTE EASEMENT AGREEMENT. The Village Board hereby authorizes and directs the Village President and the Village Clerk to execute and seal, on behalf of the Village, the final Easement Agreement. SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect from and after its passage and approval by a majority of the members of the Board of Trustees. [SIGNATURE PAGE FOLLOWS] 4869-5426-1908, v. 1 AYES: Benton, Berg, Jacoby, Metts-Childers, Oppenheim NAYS: None ABSTAIN: None ABSENT: Seiden PASSED: January 16, 2024 APPROVED: January 16, 2024 RESOLUTION NO: R-24-06 Daniel C. Shapiro, Mayor ATTEST: Kent S. St et, Village Clerk 4869-5426-1908, v. 1 EXHIBIT A AGREEMENT 4869-6426-1908, v. 1 March 6, 2024 Mr. Robert Phillips Village of Deerfield 465 Elm Street Deerfield, Illinois 60015 RE: Completed Pipeline License Agreement RE23032 Water Main License, Deerfield Metra's Milwaukee District North Line Mr. Phillips, Attached for the records of the Village of Deerfield is a fully executed original counterpart of Pipeline License Agreement RE23032. Metra is in receipt of your check #259061 for $2,500 covering the contract preparation fee. Sincerely, Jack Uidl, Right of Way Administrator 2 Real Estate & Contract Management Enclosure low 547 W. Jackson Boulevard, Chicago, !L 60661 312-322-6500 metraxom Office of the CEO/Executive Director DATE: February 29, 2024 TO: Senior Staff FROM: Jim Derwinski CEO/Executive Director RE: DELEGATION OF AUTHORITY I will be out of the office March 5-7, 2024. During my absence, if you require a signature or other immediate action, John Milano is authorized to act on my behalf. Signature Authority is hereby granted commencing on March 5, 2024. Jim Derwinski CEO/Executive Director -Aatw/V. - Witness RECESSION PURPOSE ONLY: I hereby rescind my delegation of authority on this day of , 2024. Jim Derwinski CEO/Executive Director PIPELINE LICENSE Prepared by: Commuter Rail Division of the Regional Transportation Authority d/b/a Metra 547 West Jackson Boulevard Chicago, Illinois 60661 Attn: Director, Real Estate and Contract Management Phone: (312) 542-8189 After recording return to: Village of Deerfield 465 Elm Street Deerfield, Illinois 60015 Attn: Robert Phillips, Director of Public Works Phone: (847) 719-7464 PIN(s): (portion of) 16-29-400-020 (Above Space for Recorder's Use Only) PIPELINE LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement"), Metra Agreement No. RE23032, is entered into by and between the Commuter Rail Division of the Regional Transportation Authority, a division of an Illinois municipal corporation whose address is 547 West Jackson Boulevard, Chicago, Illinois 60661 ('Metra'), and Village of Deerfield, a(n) Illinois municipal corporation with offices located at 465 Elm Street, Deerfield, Illinois 60015 ("Licensee"). NOW, THEREFORE, for and in consideration of payments to be made to Metra by Licensee, as hereinafter set forth, and also of the covenants and agreements hereinafter stated, Metra hereby grants to Licensee a non-exclusive license ("License"), being five (5) feet in width to use Metra's property for the purpose of installing a twenty-four (24)-inch steel casing pipe containing a twelve (12)-inch ductile iron water main, which will replace an existing eight (8)-inch water main (captured in Metra Agreement No. W04840) that will be abandoned in place ("Pipeline"), and for no other purpose, along, across and underneath the right of way and tracks (or track, as the case may be) owned and/or controlled by Metra located on the north side of Hazel Avenue, (MP 24.36) in Deerfield, Illinois, on Metra's Milwaukee District North Line (GPS coordinates 42.171026,-87.850810), as delineated on Exhibit "A" ("License Premises") attached to and made a part of this Agreement, together with the right of reasonable access thereto for the purpose of exercising the rights and privileges granted in this Agreement. Licensee to maintain, operate and renew the same during the continuance of this License. Page 1 of 13 THIS LICENSE is granted upon the following express conditions, terms, and covenants to be observed, kept and performed by Licensee: 1. (a) As one of the considerations for this License, Licensee agrees to pay to Metra the sum of $2,500 for the cost of preparing this License, payable in advance. 2. (a) Said Pipeline shall be constructed in accordance with the specifications and notes set forth on Exhibit A. The installation of said Pipeline, including but not limited to the digging and filling of any trench and the time and manner of doing all of the work or of any maintenance, repairs, replacements, or renewals upon the License Premises, shall be as directed by Metra's authorized representatives. (b) All of said work shall be done at Licensee's sole cost and expense, in a good and workmanlike manner, and in accordance with the plans, specifications, and profiles to be prepared by Licensee and submitted for approval to Metra's authorized representative(s), and until such approval is given, said work shall not be commenced by Licensee. (c) Licensee agrees that it will bear and pay the entire cost of constructing, maintaining, repairing, replacing, and operating said Pipeline. Licensee shall install, construct, maintain, repair, replace, and operate the Pipeline in accordance with all applicable federal, state, and local municipal laws, ordinances, rules, and regulations promulgated by governmental authorities. (d) Licensee shall not commence work upon the License Premises until Metra shall have approved Licensee's plans, specifications and profiles, such approval not to be unreasonably withheld or delayed. Metra's approval of Licensee's plans, specifications, and profiles shall not relieve Licensee of the duty to verify that the plans, specifications and profiles, and all amendments thereto, are in compliance with the requirements of this paragraph. (e) Any assignment, sub -licensing, leasing, addition of more pipes, capacity, equipment, or any other expansion of the use of the License Premises beyond that indicated in the plans and specifications approved by Metra, is strictly prohibited without the prior written consent by Metra. Any such changes made without Metra's consent shall be void and will be considered a material breach of this Agreement allowing Metra, at its discretion, to terminate this Agreement and require Licensee to remove the Pipeline and any other facilities or equipment from the License Premises. 3. Upon completion of the initial installation and construction of the Pipeline, and upon completion of any subsequent installation, reconstruction, replacement, repair or maintenance of the Pipeline subsequent to its construction, Licensee, at its own cost and expense, shall remove any debris and restore, or cause to be restored to the reasonable satisfaction of Metra, the License Premises and any other affected portion of Metra's property ("Property") as nearly as may be possible, to the same or better condition than that which existed immediately prior to commencement of such activities by Licensee. In the event Licensee fails to cause the Premises and the Property to be restored to the reasonable satisfaction of Metra as provided for herein, Metra shall have the right to restore the License Premises and the Property and Licensee shall reimburse Page 2 of 13 Metra for all costs and expenses incurred by Metra in its performance of the obligations imposed upon Licensee hereunder. 4. Metra shall permit Licensee reasonable right of entry to the License Premises for the purpose of routine maintenance and operation of said Pipeline. Licensee's contractor(s) will be required to enter into a Right of Entry Agreement with Metra prior to any access to the License Premises for the purpose(s) of installation, construction, reconstruction, repair, replacement, or removal of said Pipeline. An application for a Right of Entry Agreement can be found at Metra's website: https://metra.com/real-estate-leasing, or by contacting Metra's Right of Way Administrator at 312-542-8189. Licensee shall contact Metra's Right of Way Administrator prior to performing any construction, revision, or action to the Pipeline or on the License Premises or Property beyond that which would be reasonably considered routine maintenance and/or operation of the Pipeline. Said construction, revision, or action may require railroad flagging protection and/or revised insurance requirements depending on the scope of the work to be performed and the proximity of said work to the live tracks. 5. Any rights to the License Premises not specifically granted to Licensee herein are reserved to Metra and its successors and/or assigns. The Pipeline shall be installed, constructed, repaired, maintained and operated in a manner so as not to interfere with efficient rail operations or any other business operations or activities being conducted by Metra or Metra's tenants or permittees on the License Premises and so as not to prevent or unreasonably interfere with use and enjoyment of the License Premises by Metra, its employees, agents or permittees for the purpose(s) to which the License Premises is now, or may hereafter be, committed by Metra. Metra shall have the right to retain the existing tracks and other improvements at the location of this Pipeline on or adjacent to the License Premises and also shall have the right at any and all times in the future to construct, maintain and operate over, under, across or parallel to said Pipeline such additional track or tracks as it may from time to time elect. Nothing shall be done or caused to be done by Licensee that will in any manner impair the usefulness or safety of the tracks and other improvements of Metra, or such track or tracks and other improvements as Metra may in the future construct or cause to be constructed over, under, across, or parallel to said Pipeline. This License is expressly subject to the rights of third parties to maintain utility and other improvements permitted by Metra on the License Premises and the Property. Metra reserves the exclusive right to grant future licenses over, under, across or parallel to said Pipeline, provided such licenses do not interfere with the Pipeline and the rights granted Licensee pursuant to this Agreement, as determined by Metra in its sole discretion. 6. Licensee shall not place, keep, store, or otherwise permit any equipment or materials to be placed, kept or stored on the License Premises or the Property except during such time as Licensee's employees, agents or contractors are physically present and conducting activities permitted under the terms of this License. Licensee agrees that it shall not operate or cause to be operated any vehicle of any kind on the License Premises, on any track or on the Property without prior authorization from Metra's authorized representative; provided, however, that Licensee shall not be prohibited from operating Licensee's vehicles and equipment on any public crossing of Metra's tracks and rights of way. If deemed necessary by Metra, Railroad flagging will be provided by Metra, the cost of such services to be paid by Licensee. An $850.00 minimum daily deposit is required for flagging costs. Metra's flagging fees are based on actual Page 3 of 13 expenses incurred for the project. The daily deposit is based on one (1) nagger during the hours of lam to 3pm. Additional costs may be incurred for: additional flaggers, travel hours, overtime or holiday work, equipment and/or materials. Expenses charged against the project will be deducted from the initial deposit. Any costs exceeding the deposit will be billed accordingly. 7. Licensee agrees that it will, immediately upon receipt of a statement showing the amount thereof, pay all costs of any and all work performed upon the right of way and tracks of Metra which shall be made necessary by the construction, maintenance, repair, replacement, renewal, or presence thereon of said Pipeline. 8. Licensee agrees that before and during the installation, construction, replacement, repair, maintenance, or operation of said Pipeline, or at any other time, Metra shall have the right to provide such safe and temporary structures as it may deem necessary for safely caring for and preserving its tracks, buildings or other improvements and Licensee agrees to pay to Metra the entire cost of putting in or removing such temporary structures and of restoring the License Premises and the Property as near as may be possible to the same condition that existed before the commencement of said work. 9. ' Licensee agrees that should the construction, maintenance, operation., repair, or presence of the Pipeline necessitate any change or alteration in the location or arrangement of any other pipelines, appurtenances or other improvements located on the License Premises or the Property, the cost of such change or alteration shall be paid by Licensee within thirty (30) days of presentation of a bill by Metra. Licensee further agrees that if, at any time, Metra shall desire to change the location or grade of its track or tracks or shall desire to use or allow third party railroads to use its right of way at said point of crossing or at any point along a parallel course with the Pipeline for any purpose whatsoever, including but not limited to track installations by Metra or third parties, Licensee, at its own cost and expense, shall alter, relocate or make all changes to the Pipeline required by Metra. If Licensee shall fail, neglect, or refuse to relocate or make such change(s) to the Pipeline for a period of ninety (90) days after the receipt of written notice from Metra, then Metra may make or cause to be made such relocation or change(s) at the expense of Licensee. 10. Licensee shall at all times install, construct, replace, repair, maintain and operate said Pipeline in a secure, safe and sanitary condition and in accordance with all applicable laws, ordinances, rules and regulations. Licensee shall take all reasonable safety precautions to adequately secure the License Premises, warn of risks and ensure the safety of the public during periods of construction, reconstruction, replacement, repair, maintenance, and operation of the Pipeline. If the manner of installing, constructing, repairing, maintaining, replacing, or operating said Pipeline shall at any time be in violation of any applicable law, rule, regulation or ordinance, then Licensee, at no cost or expense to Metra and upon receipt of appropriate notice from a governmental agency having enforcement jurisdiction over the License Premises, shall make such changes or repairs as shall be necessary. Failure or refusal of Licensee to make the required changes or repairs within the time prescribed by said agency shall terminate this License, provided that it shall not terminate as long as Licensee, in good faith and by pursuit of appropriate legal or equitable remedies, enjoins, defends against, appeals from or pursues other lawful measures to avoid the enforcement of said laws, rules, regulations or ordinances. Page 4 of 13 11. To the fullest extent permitted by law, Licensee hereby assumes and agrees to release, acquit and waive any rights against and forever discharge Metra, the Regional Transportation Authority ("RTA") and the Northeast Illinois Regional Commuter Railroad Corporation ("NIRCRC"), their respective directors, administrators, officers, employees, agents, successors, assigns and all other persons, firms and corporations acting on their behalf or with their authority from and against any and all claims, demands or liabilities imposed upon them by law or otherwise of every kind, nature and character on account of personal injuries, including death at any time resulting therefrom, or on account of damage to or destruction of property arising out of or in any way relating to or occurring in connection with, the use of the License Premises or any other Metra property ("Property") for the purposes set forth in this Agreement, or which may occur to or be incurred by Licensee, its employees, officers, agents and all other persons, firms and corporations acting on Licensee's behalf or with Licensee's authority while on the License Premises or Property or arising from the condition of the License Premises or the Property during the term of this Agreement, whether or not such injuries or damages are caused by the actions, omissions or negligence of Metra, the RTA, or the NIRCRC. Notwithstanding anything in this Agreement to the contrary, the releases and waivers contained in this paragraph shall survive termination of this Agreement. 12. To the fullest extent permitted by law, Licensee agrees to indemnify, defend and hold harmless Metra, the RTA and the NIRCRC, their respective directors, administrators, officers, agents, employees, successors, assigns and all other persons, firms and corporations acting on their behalf or with their authority, from and against any and all injuries, liabilities, losses, damages, costs, payments and expenses of every kind and nature (including court costs and attorneys' fees) as a result of claims, demands, actions, suits, proceedings, judgments or settlements arising out of or in any way relating to or occurring in connection with, the use of the License Premises or the Property for the purposes set forth in this Agreement, or the condition of the License Premises or the Property, or which may occur to or be incurred by Licensee, its employees, officers, agents, and all other persons, firms and corporations acting on Licensee's behalf or with Licensee's authority while on the License Premises or the Property, whether or not such injuries, liabilities, losses, damages, costs, payments or expenses are caused by the actions, omissions or negligence of Metra, the RTA or the NIRCRC. Metra agrees to notify Licensee in writing within a reasonable time of any claim of which it becomes aware which may fall within this indemnity provision. Licensee further agrees to defend Metra, the RTA, the NIRCRC, their respective directors, administrators, officers, agents and employees against any claims, suits, actions or proceedings filed against any of them with respect to the subject matter of this indemnity provision, whether such claims, suits, actions or proceedings are rightfully or wrongfully made or filed; provided, however, that Metra, the RTA and the NIRCRC, may elect to participate in the defense thereof at their own expense or may, at their own expense, employ attorneys of their own selection to appear and defend the same on behalf of Metra, the RTA, the NIRCRC, and their respective directors, administrators, officers, agents or employees. Licensee shall not enter into any compromise or settlement of any such claims, suits, actions or proceedings without the consent of Metra, the RTA and the NIRCRC, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary contained in this Agreement, the indemnities contained in this paragraph shall survive termination of this Agreement. Page 5 of 13 13. Prior to entering upon the Premises, Licensee agrees to furnish insurance in form and in such amounts as required by Metra's Risk Management Department (312-322-1455) and shall deliver to Metra's Risk Management Department certificates of insurance or such other documentation acceptable to Metra's Risk Management Department. At a minimum, Licensee shall obtain and keep in force the insurance coverages, kinds, and amounts, relating to the Premises as listed on Exhibit `B" ("Insurance Requirements") during all periods that Licensee or those persons authorized by or acting on behalf of Licensee are on the Premises to perform or cause to be performed any installation, construction, maintenance, or repair with respect to the Pipeline. (Metra may change said insurance requirements from time to time). The total cost of the premium for such insurance shall be at the expense of Licensee or its contractor(s) and/or sub-contractor(s). 14. Licensee or its contractor(s) shall not commence any work until it has obtained and provided the required insurance and has received approval of same by Metra. All policies must be in full force at the time of submission and shall not be canceled, modified, limited, or allowed to expire without having given Metra thirty (30) days prior written notice of such. Notice must be sent via certified mail to: Metra, Attention: Director, Risk Management, 15th Floor, 547 West Jackson Boulevard, Chicago, Illinois 60661. 15. This License may be terminated by Metra effective immediately upon notice to Licensee if the License Premises, or any portion thereof, are needed for any Metra or railroad purposes as determined by Metra in its sole discretion or Licensee ceases to operate or maintain the Pipeline or violates any of the terms, conditions or provisions set forth in this License. In case of termination, Licensee shall remove from the License Premises said Pipeline and shall restore said License Premises to the same or better condition than that which existed prior to the construction and installation of said Pipeline; or upon failure, neglect or refusal of Licensee to do so, Metra may make or cause to be made such removal and restoration, and the total cost hereof shall be paid by Licensee; or, if Metra shall so elect, it may treat the said Pipeline as abandoned by Licensee and may make such disposition thereof as it may see fit. This License shall be perpetual unless terminated in accordance with the terms. 16. This License and all of the terms, conditions, rights, and obligations herein contained shall inure to and be binding upon the Parties, their respective legal representatives, lessees, permittees, successors and/or assigns whether hereinabove so stated or not; but it is distinctly agreed that Licensee shall not assign its rights under this License without first having received the prior written consent of Metra. 17. All payments required to be made by Licensee to Metra under the terms, conditions, or provisions of this License shall be made within sixty (60) days of Licensee's receipt of any demand or invoice from Metra evidencing the amount due to Metra. Payments not made within said sixty (60) day period shall accrue interest at a rate of one and one half percent (1 1/2%) per month or the highest amount permitted by Illinois law, whichever is less, from the date payment is due until paid. 18. All notices, demands and elections required or permitted to be given or made by either party upon the other under the terms of this License or any statute shall be in writing. Such communications shall be deemed to have been sufficiently served if sent by certified or registered Page 6 of 13 mail, return receipt requested, with proper postage prepaid, or hand delivered to the respective addresses shown below or to such other party or address as either parry may from time to time furnish to the other in writing. Such notices, demands, elections and other instruments shall be considered delivered to recipient on the second business day after deposit in the U.S. Mail, or on the day of delivery if hand delivered. (a) Notices to Metra shall be sent to: Metra 547 West Jackson Boulevard Chicago, Illinois 60661 Attn: Real Estate & Contract Management, Director Phone: (312) 542-8189 (b) Notices to Licensee shall be sent to: Village of Deerfield 465 Elm Street Deerfield, Illinois 60015 Attn: Robert Phillips, Director of Public Works Phone: (847) 719-7464 19. This Agreement shall be governed by the internal laws of the State of Illinois. If any provision of this Agreement, or any paragraph, sentence, clause, phrase or word or the application thereof is held invalid, the remainder of this Agreement shall be construed as if such invalid part were never included and this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law provided that the Agreement, in its entirety as so reconstituted, does not represent a material change to the rights or obligations of either of the parties. No waiver of any obligation or default of Licensee shall be implied from omission by Metra to take any action on account of such obligation or default and no express waiver shall affect any obligation or default other than the obligation or default specified in the express waiver and then only for the time and to the extent therein stated. Whenever the context requires or permits, the singular shall include the plural, the plural shall include the singular and the masculine, feminine and neuter shall be freely interchangeable. In the event the time for performance hereunder falls on a Saturday, Sunday or holiday, the actual time for performance shall be the next business day. This License constitutes the entire agreement between the parties with respect to the subject matter hereof. LICENSEE ACKNOWLEDGES THAT INSTRUMENTS OF RECORD, COURT DECISIONS, OR THE LAWS OF THE STATE IN WHICH THE LICENSE PREMISES ARE LOCATED MAY LIMIT THE QUALITY OF METRA'S TITLE. LICENSEE FURTHER ACKNOWLEDGES THAT LICENSEE PURCHASES THE LICENSE SUBJECT TO THESE POSSIBLE LIMITATIONS ON THE TITLE AND ASSUMES ALL RESPONSIBILITY FOR INVESTIGATING THE TITLE TO THE LICENSE PREMISES AND THE APPLICABLE LAWS OF THE STATE. (Signature Page to Follow) Page 7 of 13 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of this P 4 day of G ft h , 20^ LICENSEE, VILLAGE OF DEERFIELD: By: Name: Daniel C. Shapiro THE COMMUTER RAIL DIVISION OF THE REGIONAL TRANSPORTATION AUTHORITY DB/A METRA: By: 14 4w Name: James M. Derwinski Title: Mayor, Village of Deerfield Title: CEO/Executive Director Page 8 of 13 Exhibit A L N 3 CD 1P Al m Metra Stipulations: The contractor, when awarded, will require a right of entry. Premises Proposed 12" water main Lat. 42.171026 Lon.-87.850810 Milepost 24.36 Hazel Avenue Existing 8" water main to be abandoned (see W04840) License to permit the Village of Deerfield to install a 12" ductile iron water main within a 24" steel casing and abandon the existing 8" water main. EXHIBIT "A" Page 9 of 13 547 W. JACKSON BLVD. CHICAGO, IL. 60661 Exhibit B METRA'S INSURANCE REQUIREMENTS 1. Commercial General Liability Insurance The CGL policy shall include the following coverage limits when limits are indicated: $2,000,000 per occurrence, $4,000,000 aggregate $2,000,000 aggregate for completed operations & products liability 2. Automobile Liability Insurance The Automobile policy shall include the following additional coverage limits: -Include "any" auto (i.e., all autos owned by the contractor/vendor as well as hired and non -owned autos used by the contractor/vendor and autos used by the contractor/vendors' employees while on Metra property). $1,000,000 for Property Damage (if not combined in single limit) 3. Worker's Compensation and Em to er's Liability Insurance Workers Compensation Insurance coverage should be at statutory limits. As a minimum, the Employers Liability policy shall include coverage limits of- $1,000,000 for bodily injury by accident $1,000,000 for bodily injury by disease, each employee $1,000,000 aggregate liability 4. Contractor's Pollution Liability Insurance if applicable) Coverage shall: -Cover losses caused by pollution conditions (including sudden and non -sudden pollution conditions) arising from the services and operations of the contractor/vendor and all subcontractors involved in the work. -Apply, without limitation, to bodily injury, property damage (including loss of use of damaged property or of property which has not been physically injured or destroyed) and clean-up costs. -Provide coverage for pollution conditions which arise from encountering pre-existing environmental conditions at the project site. -Provide coverage for liability resulting from the transportation of hazardous wastes. -Shall be written on a "project specific" basis. Page 11 of 13 Exhibit B continued 5. Railroad Protective Liability Insurance LIMITS REOUIRED: S2,000.000 / S&000.000 Insure all liabilities assumed under the provisions of the Hold Harmless and Indemnity Clause in the contract and not exclude any construction and/or demolition work performed within 50 feet of railroad track. Commercial General Liability policies, including excess/umbrella, must contain contractual language covering construction and/or demolition being performed on or near railroad properly. Commercial General Liability must be written on the ISO Occurrence Form CG 00 01 12 04 (or a substitute form providing equivalent coverage) and include the following endorsement: Contractual Liability Railroads ISO Form CG 24 17 10 01 (or a substitute form providing equivalent coverage). 6. Additional/Named Insured shall be as follows: "The Commuter Rail .Division of the Regional Transportation Authority, a division of an Illinois municipal corporation, and its affiliated separate public corporation known as the Northeast Illinois Regional Commuter Railroad Corporation, both operating under the service mark Metra as now exists or may hereafter be constituted or acquired, The Regional Transportation Authority, an Illinois municipal corporation and all other railroads operating on Metra property." ADDITIONAL INSURED IS REQUIRED ON THE GENERAL LIABILITY CERTIFICATE AND NAMED INSURED IS REQUIRED ON THE RAILROAD PROTECTIVE LIABILITY CERTIFICATE 7. Each Policy shall: -Include a waiver of subrogation, thereby waiving your rights of subrogation against Metra and any additional insureds. -Include the Additional Insured Endorsement for all coverages including products and completed operations, excluding Workers Compensation and Professional Liability. -Be primary and non-contributory on all coverages. 8. Deductibles All deductibles applicable to the insurance coverage shall be borne by the contractor/vendor. The certificate of insurance shall clearly state how defense costs (also known as "allocated loss adjustment expenses") shall apply in terms of the deductible and the insurance limits. (SIR programs are prohibited, unless approved by Metra's Risk Management Department.) 9. Subcontractors All subcontractors retained or hired for the work shall be required to maintain limits and term equivalent to those required of the prime contractor. 10. Cancellation Should any of the above -described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. Contractor/Vendor will immediately notify Metra of the cancellation, non -renewal, material change or reduction in coverage of any required insurance policy. Such notice shall be sent certified mail to Metra, care of Director of Risk Management, 547 W. Jackson, Suite 1500, Chicago, IL 60661. Page 12 of 13 Exhibit B continued 11. No Waiver The failure by Metra to receive certificates of insurance required hereunder, or to receive them by the date(s) required hereunder, be construed as a waiver of the contractor/vendor's obligation to obtain the required insurance coverages. Failure by Metra to demand any certificate of insurance or other evidence of full compliance with the insurance requirements set forth herein, or failure by Metra to identify a deficiency in the evidence provided, shall not be construed as a waiver of the obligation to procure, or maintain the insurance required hereunder. The acceptance of delivery by Metra of any certificate of insurance does not constitute approval or agreement that the insurance requirements have been met or that the insurance policies identified in the certificates of insurance are in compliance with such requirements. 12. Certificates Certificates of Insurance shall be sent to: Ann Hammo Metra Risk Management 547 W. Jackson Blvd Chicago, IL 60661 (phone) 312-322-1455 (email) AHamni c{ . Page 13 of 13