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DRAFT A
<br />MUNICIPAL CROSSING COST REDUCTION AGREEMENT
<br />This Municipal Crossing Cost Reduction Agreement (the "Agreement") is made and
<br />entered into as of [Date] (the "Effective Date'), by and between [City/Town], a Florida municipal
<br />corporation ("Municipality"), and Brightline Trains LLC (`Brightline") (together, the "Parties'.
<br />RECITALS
<br />WHEREAS, Municipality is a Florida municipal corporation governed by a [City / Town
<br />Council] (the "Municipal Council");
<br />WHEREAS, Municipality is located in [Martin / Indian River] County, a political
<br />subdivision of the State of Florida;
<br />WHEREAS, Brightline is a corporate entity tasked with developing and operating
<br />express passenger rail service between Miami and Orlando, Florida (the "Brightline Project");
<br />WHEREAS, the bulk of Brightline's planned passenger service route, including the
<br />portion which will pass through [Martin / Indian River] County, will use the Florida East Coast
<br />Railway LLC ("FECR') railroad right-of-way (the "FECR ROW');
<br />WHEREAS, Municipality has independent roadway crossing agreements with FECR,
<br />which are listed in Exhibit _ (the "Existing Municipal Crossing Agreements");
<br />WHEREAS, to accommodate Brightline's express passenger service, Brightline is
<br />upgrading the portion of the FECR ROW between Miami and Cocoa by, inter alia, upgrading
<br />existing railroad ties and tracks, installing a second set of mainline tracks, improving roadway
<br />crossings, and installing and activating Positive Train Control systems;
<br />WHEREAS, [Martin / Indian River] County and others recently entered into a
<br />Settlement Agreement with Brightline (the "Settlement Agreement") which included as a
<br />condition that Municipality be offered the opportunity to enter into this Agreement; and
<br />WHEREAS, Municipality desires to obtain the benefits of this Agreement, on the terms
<br />and conditions set forth herein.
<br />NOW, THEREFORE, in consideration of the mutual covenants and agreements herein,
<br />and other good and valuable consideration the receipt and the sufficiency of which are
<br />acknowledged, the Parties hereby agree as follows:
<br />1. Incorporation of Definitions and Recitals. The definitions and recitals above are
<br />incorporated herein by reference and made a substantive part of this Agreement.
<br />Municipality Roadway Crossing Maintenance.
<br />Municipality shall execute amendments to the Existing Municipal Crossing Agreements,
<br />in the form attached as Exhibit _. The amendments shall not alter Municipality's rights or
<br />obligations as to FECR, except that for a period of 14 years from the date Brightline begins
<br />passenger revenue operations from West Palm Beach to Orlando, Municipality and Brightline
<br />shall share responsibility for paying Municipality's road surface, signal, and other crossing
<br />maintenance and rehabilitation costs, as follows: Municipality shall pay up to $[Average
<br />Historical Cost] of the total amount invoiced by FECR for road surface, signal, and other
<br />crossing maintenance and rehabilitation costs each calendar year, and Brightline shall pay the
<br />balance of such costs; provided, however, that if Municipality does not pay its share of such
<br />costs as contemplated herein, Brightline shall have no responsibility for paying any portion of
<br />such costs for the year in question. For example, if Municipality were to receive a total of
<br />$[Amount Less Than Average Historical Cost] in invoices from FECR in a particular calendar
<br />year, Municipality would be obligated to pay those invoices in full; but if Municipality were to
<br />receive a total of $[Amount More Than Average Historical Cost] in invoices from FECR in a
<br />particular calendar year, Municipality would only be obligated to pay $[Average Historical
<br />Cost], and upon such payment, Brightline would be obligated to pay the balance due —
<br />$[Difference]. The amendments shall further provide that Municipality shall remain solely
<br />responsible for paying FECR the applicable license fee for each crossing per year.
<br />[Note: Municipality's Average Historical Cost shall be calculated by (a) determining the
<br />average of the total amount invoiced by FECR each year between 2011 and 2017 for crossing
<br />maintenance and rehabilitation costs other than signal inspection fees, and (b) adding to that
<br />average the amount invoiced by FECR for signal inspection fees during the year 2017.]
<br />Commitments of Municipality Regarding the Brightline Project
<br />(a) Municipality hereby agrees that it will not oppose or challenge, or
<br />encourage others to oppose or challenge, any pending or future federal, state, or local approval,
<br />permit, or authorization relating to the Brightline Project, or the financing of the Brightline
<br />Project, or seek any further state, federal or local environmental or other review with respect to
<br />the improvements which Brightline is committing to make in the Settlement Agreement, during
<br />the period of construction and the first five (5) years of Brightline passenger revenue operations
<br />between West Palm Beach and Orlando, including but not be limited to any approval, permit, or
<br />authorization issued by the U.S. Department of Transportation, the Federal Railroad
<br />Administration, the U.S. Army Corps of Engineers, the U.S. Coast Guard, the Florida
<br />Department of Transportation, the St. Johns River Water Management District, and the South
<br />Florida Water Management District, as well as the Final Environmental Impact Statement issued
<br />for the Brightline Project and any other NEPA, NHPA, or related project review/consultation
<br />documents.
<br />(b) Municipality hereby acknowledges and agrees that it has evaluated the
<br />work currently proposed to be done within Municipality as part of the Brightline Project and has
<br />determined that the work to be done inside the FECR ROW is not subject to any Municipal
<br />permitting requirements.
<br />(c) Municipality shall not seek to impose any local approval or permitting
<br />requirements with respect to work to be done within the FECR ROW.
<br />(d) During the period of construction and the first three years of Brightline
<br />passenger revenue operations between West Palm Beach and Orlando, Municipality will not pass
<br />any resolution or adopt any other official act that publicly supports or actively encourages others
<br />to support any federal or state legislation, or new local laws or regulations that would directly
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