MAIN AGREEMENTS. Rail Line Easement Agreement. Intermodal Station Premises Agreement. Rail Maintenance Yard Lease Agreement

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2 MAIN AGREEMENTS Rail Line Easement Agreement Intermodal Station Premises Agreement Rail Maintenance Yard Lease Agreement

3 Rail Line Easement Agreement Rail corridor enters airport at NarcoosseeRoad south of SR 528 then parallels Jeff Fuqua Boulevard. Corridor traverses the Runway 17L runway protection zone (RPZ) subject to terms of completed FAA settlement agreement. Approximately 38 acres subject to final design and field survey Corridor width varies from approximately 39 feet to 143 feet. Rail Line Easement

4 SUMMARY OF RAIL LINE EASEMENT AGREEMENT Rail Line Easement Property: (1) While on grade is 4 ft below rail base and up to 18 ft above rail base and approximately 50 ft wide including unusable slivers of property and slope easement and (2) while on structure (through the Rail Station and on bridges) is to the base of bridge or viaduct structure up to 18 feet above the rail and a width of approximately 50 ft increasing up to 145 feet through the Rail Station Building excluding platforms. Term: 99 years beginning on date of recording of Easement. AS-IS : Easement granted in AS-IS condition without warranty of title and without representations as to physical condition.

5 SUMMARY OF RAIL LINE EASEMENT AGREEMENT Engineering Study: Rail Company shall obtain a Rail Corridor Engineering Study to provide the scope of work to be completed for the Rail Corridor and the Critical Rail Corridor Improvements. Critical Rail Corridor Improvements: Improvements that All Aboard Florida ( AAF ) will be required to make to the Rail Corridor for the benefit of the Authority. (e.g., design and construct a new bridges from Jeff Fuqua Blvd. to Cargo Road including expanded bridge spans to accommodate both AAF and future light rail.)

6 SUMMARY OF RAIL LINE EASEMENT AGREEMENT Purchase Price: Fair Market Value as required by the FAA Revenue Use Policy set by appraisal and percentage of prior Authority investment, subject to set-off by the Critical Rail Corridor Improvements Credit. Critical Rail Corridor Improvements Credit: The Authority will provide a credit to AAF for portions of the Critical Rail Corridor Construction Costs, but because the corridor includes space for two forms of rail, intercity and light rail, the credit percentage will vary for each Critical Rail Corridor Improvement. Maximum Credit $15,000,000.

7 SUMMARY OF RAIL LINE EASEMENT AGREEMENT Right to Operate and Rail Airport Fee: The Authority shall, upon recording the Rail Line Easement, grant Rail Company the right to operate passenger rail service into and out of the Airport. Rail Airport Fee: Rail Company shall remit a fee of $1.50 per outbound passenger; however, Fifty Cents ($0.50) of the fee will be waived until the earlier of air passenger service beginning at the South Terminal or when train ridership reaches 1.4 million outbound passengers over a rolling 12 month period. Adjustment: The fee shall be adjusted by the CPI, at the Authority s option, every 5 years.

8 SUMMARY OF RAIL LINE EASEMENT AGREEMENT Temporary Construction Easement: Authority will grant a Temporary Construction Easement upon completion of the Survey by Rail Company. The Temporary Construction Easement will terminate (1) within three years if no work is commenced, (2) within six years if work is commenced but substantial completion is not reached and (3) once work within the Corridor has been completed and accepted by the Authority. Grant of Rail Line Easement: The Authority will grant the Rail Line Easement once the Improvements have been substantially completed. Reservation of Rights: The Authority reserves the right: (1) to cross under or over the Easement Property, (2) to cross the Easement Property for maintenance of other Authority facilities, (3) to enter in event of default to conduct maintenance, (4) to enter in event of emergency and (5) to impact the slope easement subject to AAF approval.

9 SUMMARY OF RAIL LINE EASEMENT AGREEMENT Limitations: The following limitations shall apply: Gambling: Rail Company agrees that there is to be neither gambling nor gambling advertisements on board the trains or in the OIA Rail Station unless gambling is legal in both Orange County and Miami/Dade County and the Authority adopts a policy allowing gambling or gambling promotion at the Airport. Fueling: There shall be no fueling of locomotives or any other vehicle on the Easement Property. Non-Emergency Repairs: There shall be no non-emergency repairs conducted on the Easement Property. Display Advertising: There shall be no display advertising on the Easement Property. Allows for train wraps subject to Airport approval.

10 SUMMARY OF RAIL LINE EASEMENT AGREEMENT Maintenance:The Rail Company is responsible for maintenance of the Rail Line Easement and its improvements therein. The Authority will become responsible for maintenance of the Critical Rail Corridor Improvements which are not contained within the Rail Line Easement Property. Future Southern Connection: The Rail Line Easement will grant no rights to Rail Company relating to rail alignment allowing a passenger connection southbound out of the Airport. The Authority agrees to negotiate this in the future.

11 Intermodal Station Premises Lease Located adjacent to South Airport APM Station Approximately 35,000 SF of conditioned space located on level 3 of Intermodal Terminal Approximately 83,500 SF of unconditioned rail platform space on level 2 of Intermodal Terminal Approximately 3000 SF of baggage delivery and make up space on level 1 Station Premises Lease Enlargement

12 SUMMARY OF INTERMODAL STATION PREMISES AGREEMENT Term: 50 years beginning on the rent commencement date which is later of (1) commencement of Rail Company s revenue generating Rail business or (2) the Authority s substantial completion of the South Airport APM Complex. Rent: Fair Market Value as required by the Federal Aviation Administration ( FAA ) Revenue Use Policy to be set by utilizing agreed upon rates and charges model. Initially approximately $2,825,800. Rent Adjustment: Once every five (5) years the Premises will be evaluated under the rates and charges model. In no event shall the rent be reduced. Increase will be limited to 35%. Improvements: Subject to Authority approval, AAF is responsible for constructing and installing all improvements, fixtures, furnishings, signage, trade fixtures, etc. within the Premises for its use.

13 SUMMARY OF PREMISES LEASE AGREEMENT Obligations of the Authority: Construct the Rail Station Building: Subject to all conditions precedent and funding being in place to begin construction. Rental Cars: The Authority will ensure that rental car counters and ready return spaces are available at the Rail Station Building. Obligations of AAF: Critical Rail Corridor Improvements: Complete the Critical Rail Corridor Improvements. Complete tenant build out of premises.

14 Vehicle Maintenance Facility Ground Lease Located south of City of Orlando Conserv I Water Treatment Facility Approximately 80 acre lease area Access to site from Boggy Creek/WetherbeeRoad intersection Site located outside future west runways runway protection zones. Maintenance Facility

15 SUMMARY OF VEHICLE MAINTENANCE LEASE AGREEMENT Land: Approximately 80 Acres south of City water treatment plant. Term: 50 years beginning on the rent commencement date. Rent: 8% of Fair Market Value set by Appraisal in compliance with the Federal Aviation Administration ( FAA ) Revenue Use Policy. Approximately $582,400. Rent Adjustment: Once every five (5) years the Land will be appraised and adjusted. In no event shall the rent be reduced or increased by more than 35%. If exceeds 25%, AAF may cancel on 1 year s notice. Option to Cancel and Rent Credit: During escrow period AAF may cancel Vehicle Maintenance Lease if muck removal and backfill estimated by professional engineer to exceed $5,000,000. Up to $1.5 Million for extraordinary muck removal and backfill.

16 SUMMARY OF RAIL MAINTENANCE YARD LEASE AGREEMENT Improvements: AAF is responsible for constructing and installing all improvements, buildings, track, fixtures, furnishings, signage, trade fixtures, etc. within the Land for its use. Approval: All improvements within the Land are subject to review and approval by the Authority. Rail Crossings: Haul Road: Temporary crossing to be constructed by AAF and liability is AAF, subject to indemnity clause. Future Authority Crossing: Crossing construction is at Authority expense and liability is Authority s subject to statutory sovereign immunity limitations. Third Party Crossing: Subject to negotiation of License with AAF.

17 PROVISIONS APPLICABLE TO ALL LEASE AGREEMENTS Indemnification: Rail Company shall indemnify the Authority and the City from claims arising from use of the Rail Line Easement premises, the terminal building premises and the rail maintenance lease property. Limited indemnity if claim in terminal buildings, parking garages and APM system outside of AAF control. Insurance: Rail Company shall maintain insurance as follows Commercial general liability$10,000,000 increasing to $100,000,000 upon construction start. Rail Road Liability Insurance in an amount of $200,000,000 upon operation of the rail road business. Workmen s Compensation and Employer s Liability in amount of $1,000,000. Professional Liability insurance ranging from $2,000,000-$5,000,000. Environmental Liability insurance in amount of $25,000,000 per claim/$25,000,000 aggregate for three (3) year term. Builder s Riskin an amount to cover the cost of improvements. Terrorism or war risk and allied perils liabilityin the amount of $20,000,000 property damage/$25 million aggregate. Authority may cause any insurance required but not purchased to be issued and Rail Company will be liable for the premium.

18 ESCROW AGREEMENT Escrow Release Conditions: The Rail Line Easement Agreement, Premises Lease and Vehicle Maintenance Lease will be held in Escrow until the following have been met: Finalized Legal Descriptions are agreed to by the parties. All escrow documents are complete. Condition of title is determined acceptable to AAF. The Authority adopts a funding plan for South Airport APM Complex and funding receives all governmental approvals. The FAA s delivery of the letter and deed of release. Funding from the State of Florida for design, engineering, permitting and construction is in place. AAF obtains its Environmental Impact Study. AAF receives its St. John s River Water Management District, FDOT, FRA and other permits required for the project. The Authority reviews and finds AAF financials acceptable. The parties agree on the master construction schedule.

19 SOUTH TERMINAL COMPLEX FUTURE DEMAND DRIVEN GROWTH

20 STC FUTURE DEMAND DRIVEN GROWTH NORTH TERMINAL COMPLEX FUTURE SOUTH AIRPORT PEOPLE MOVER COMPLEX & SOUTH TERMINALCOMPLEX 20

21 SOUTH AIRPORT APM COMPLEX NTC Capacity Reliever Automated People Mover (APM) System NORTH TERMINAL COMPLEX Mid-Cross field Taxiway 200,000 s.f. Terminal Facility 2,400 Car Garage APM Additional Ground Transportation Facility Garage Ground Transportation Remote Check-In & Bag Drop SOUTH APM COMPLEX 21

22 SOUTH TERMINAL, APM & INTERMODAL INTERMODAL TERMINAL & SOUTH TERMINAL COMPLEX Third Phase of Development 5,000 Car Garage APM Station Intermodal Station Additional Ground Transportation Remote Check-In & Bag Drop 16 International & Domestic Gate Terminal Rent-A-Car 22

23 STC MASTER PLAN EVOLUTION 2013 STC Conceptual Plan: Maximum Gate Flexibility for a Diverse Aircraft Mix 120 International/Domestic Swing Gates On Demand Incremental Expansion 20,000 Car Garage Parking Seamless Multi-Modal Connectivity Non-Aviation Revenue Opportunities Enhance The Orlando Experience Sustainable Design Principles MAP Capacity NORTH TERMINAL COMPLEX SOUTH TERMINAL COMPLEX 23

24 STC MASTER PLAN EVOLUTION 2013 STC CONCEPTUAL PLAN Airside Terminal (60 Swing Gates) Airside Terminal (60 Swing Gates) Landside Terminal C Landside Terminal D Intermodal Terminal Hotel ( Rooms) Parking Garage (10,000 Cars) Hotel ( Rooms) Parking Garage (10,000 Cars) APM ALL ABOARD FLORIDA COMMUTER RAIL LIGHT RAIL STC TERMINAL APM 24

25 QUESTIONS?