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DRAFT
<br />SETTLEMENT AGREEMENT
<br />This Settlement Agreement ("Settlement Agreement" or "Agreement") is made and
<br />entered into as of November _, 2018 (the "Effective Date"), by and between Martin County,
<br />Florida, a political subdivision of the State of Florida ("Martin"), Indian River County, Florida, a
<br />political subdivision of the State of Florida ("Indian River'), the Indian River County Emergency
<br />Services District, a dependent special services district ("Indian River ESD'), Citizens Against Rail
<br />Expansion in Florida, a non-profit group ("CARE"), and Brightline Trains LLC ("Brightline")
<br />(collectively, the "Parties").
<br />RECITALS
<br />WHEREAS, Martin is a political subdivision of the State of Florida which is governed by
<br />a Board of County Commissioners (the "MARTINBCC");
<br />WHEREAS, Indian River is a political subdivision of the State of Florida which is
<br />governed by a Board of County Commissioners (the "INDIANRIVERBCC");
<br />WHEREAS, the Indian River ESD is a dependent special district which is administered
<br />by Indian River and is governed by the INDIANRIVERBCC sitting as the Board of
<br />Commissioners of the district;
<br />WHEREAS, CARE is a non-profit group organized under Florida law primarily consisting
<br />of community leaders, residents, and organizations in Martin, Indian River, and northern Palm
<br />Beach County, including the Town of Jupiter;
<br />WHEREAS, Brightline is a corporate entity tasked with developing and operating express
<br />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 and Indian River, will use the Florida East Coast Railway
<br />LLC ("FECR') railroad right-of-way (the "FECR ROW");
<br />WHEREAS, Martin has independent roadway crossing agreements with FECR, which are
<br />listed in Exhibit A (the "Existing Martin Crossing Agreements");
<br />WHEREAS, Indian River has independent roadway crossing agreements with FECR,
<br />which are listed in Exhibit B (the "Existing Indian River 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 alfa, 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, Brightline has received an allocation of Private Activity Bonds ("PABs')
<br />from the United States Department of Transportation ("USDOT") in connection with construction
<br />of the Brightline Project;
<br />WHEREAS, the Florida Development Finance Corporation ("FDFC") has authorized
<br />issuance of the PABs;
<br />WHEREAS, Martin, Indian River, the Indian River ESD, and CARE have filed a
<br />Complaint challenging authorization ofthe PABs in the United States District Court for the District
<br />of Columbia in a case entitled Martin County, Florida, et. al. v. U.S. Department of Transportation,
<br />et al., Case No. 1: 1 8-cv-00333-CRC ("PABs Litigation"); and
<br />WHEREAS, Martin, Indian River, the Indian River ESD, CARE, and Brightline desire to
<br />settle their differences in order to avoid the time, expense, and uncertainty of further litigation.
<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 Settlement Agreement.
<br />Martin Roadway Crossing Designs and Maintenance.
<br />(a) The Parties agree that there are 26 grade crossings within Martin where the
<br />FECR ROW intersects with an existing roadway, as listed in Exhibit A (the "Martin Crossings").
<br />(b) The Parties further agree that Brightline is proposing modifications to 26 of
<br />the Martin Crossings as part of the Brightline Project (the "Martin Crossings to be Modified').
<br />These modifications shall be paid for by Brightline.
<br />(c) For the Martin Crossings to be Modified, Brightline shall, at its own
<br />expense, install the safety and other improvements reflected in the designs and related
<br />documentation attached as Exhibit C-1 and C-2; provided that Brightline's payment for ROW
<br />sidewalk installation is limited to the sidewalks specified in Exhibit C-1. Those improvements
<br />include, inter glia: (i) the addition of exit gates at the crossings located as specified in Exhibit C-
<br />1; (ii) the addition of Vehicle Presence Detection ("VPD') at the crossings located as specified in
<br />Exhibit C-1; and (iii) the addition of sidewalks at the crossings located as specified in Exhibit C-
<br />l. Martin accepts the improvements reflected in Exhibit C-1 and C-2. Should Martin desire the
<br />installation of additional safety or other improvements not reflected in Exhibit C -I and C-2, those
<br />additional improvements shall be subject to the reasonable approval of FECR and Brightline.
<br />Martin shall be solely responsible for the cost of design and construction of such additional
<br />improvements, and the parties shall coordinate in good faith on the design and construction of such
<br />improvements, so as not to delay the design or construction of the Brightline Project. In the event
<br />that Martin or Brightline elects to seek federal, state, or other grant money to defray the cost of
<br />any improvement under this paragraph, the other party shall coordinate in good faith with such
<br />efforts. Likewise, if Martin and/or Brightline is successful in obtaining grant money for any
<br />improvement the cost of which is to be shared on an equal basis, their payment obligations shall
<br />be reduced on an equal basis. For example, if Martin were to obtain a grant in the amount of
<br />$100,000 for the installation of improvements the cost of which is to be shared on an equal basis,
<br />Martin's and Brightline's respective payment obligations for those improvements would be
<br />reduced by $50,000 each.
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