FOURTH AMENDMENT TO THE RAIL LINE EASEMENT AGREEMENT
Exhibit 10.15
FOURTH AMENDMENT TO THE
THIS FOURTH AMENDMENT TO THE RAIL LINE EASEMENT AGREEMENT (the “Fourth Amendment”) is made by and among the CITY OF
ORLANDO, a municipal corporation created by and existing under the laws of the State of Florida, whose address is P.O. Box 4990, 000 X. Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000 (the “City”) and THE GREATER ORLANDO AVIATION AUTHORITY, a public and
governmental body created as an agency of the City, existing under and by virtue of the laws of the State of Florida, whose mailing address is Xxx Xxxx Xxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000-0000 (the “Authority”), and ALL ABOARD FLORIDA –
OPERATIONS LLC, a Delaware limited liability company authorized to conduct business in Florida, whose mailing address is 0000 XxXxxxx Xxxx, 0xx Xxxxx, Xxxxx Xxxxxx,
Xxxxxxx, 00000 (“Rail Company”).
W I T N E S S E T H :
WHEREAS, City, Authority and Rail Company entered into that certain Rail Line
Easement Agreement with an effective date of January 22, 2014 (the “Agreement”), that certain First Amendment To The Rail Line Easement Agreement with an effective date of October 3, 2014 (the “First Amendment”), that certain Second Amendment To The
Rail Line Easement Agreement with an effective date of October 26, 2015 (the “Second Amendment”) and that certain Third Amendment To The Rail Line Easement Agreement with an effective date of December 21, 2015 (the “Third Amendment”); and
WHEREAS, pursuant to that certain Amended and Restated Operation and Use Agreement
dated August 31, 2015, the Authority controls, operates, and maintains an airport in Orange County, State of Florida, known as Orlando International Airport (hereinafter referred to as the “Airport”); and
WHEREAS, the parties desire to amend the Agreement to extend the Escrow Term (as
defined in the Agreement).
NOW THEREFORE, for and in consideration of the mutual covenants and agreements
herein set forth, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged, the parties hereto covenant and agree as follows:
1. Recitals. The foregoing recitals are true and correct and are hereby incorporated as covenants and agreements and are made a part hereof.
2. Definitions. Capitalized terms shall have the meaning ascribed to them in the Agreement, as amended in the Second Amendment, unless modified herein.
City [ILLEGIBLE] 1-11-17
Item: K-2 Documentary: 170179K02
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3. Paragraph 6: Closing Procedures. Paragraph 6(b) of the Agreement is hereby deleted in their entirety and replaced with the following:
(b)
The conditions to be satisfied in order to release the escrow documents are set forth in Exhibit “11” hereto (the “Escrow Conditions”).Closing Agent
shall hold all Escrow Documents in escrow from the date hereof until the earlier of the following dates (the “Escrow Term”): (i) the satisfaction or waiver (any such waiver to be in the sole discretion of the waiving party) of the Escrow
Conditions or (ii) January 31, 2017, as such date may be extended pursuant to the terms hereof or as may be amended by the parties in writing (the “Escrow Termination Date”). This extension is contingent upon
the satisfaction of the conditions contained in the Escrow Extension Agreement on or before December 31, 2015. Failure of the Rail Company to satisfy the conditions will result in the Escrow Term expiring on January
31, 2017. If the Escrow Conditions have not been met prior to December 31, 2016, Rail Company shall be entitled to an additional one (1) year extension until December 31, 2017 if Rail Company has either (1) prior to January 31,2017, obtained financing in the form of documented loans, documented equity commitments and/or cash on hand in forms reasonably acceptable to the Authority, required to fund Rail Company’s infrastructure
(including train sets) to bring the Rail Transportation Business to the Orlando International Airport or (2) (i) Rail Company shall close on the purchase of all right-of-way (by fee, lease or easement) required to construct its Rail Transportation
Business infrastructure from the existing Florida East Coast Railway L.L.C. rail right of way east to the eastern edge of the Orlando International Airport property prior to January 31, 2017 (with it being
understood that the failure of the Authority to exchange property with the Central Florida Expressway Authority shall not cause the failure of this condition) and (ii) within one hundred eighty (180) days from the Effective Date of this Extension
Agreement, at no cost to the Authority, Rail Company shall deliver to the Authority a full set of 100% complete engineering drawings for the Critical Rail Corridor Improvements.
4. Modification. Except as expressly amended and supplemented in the First Amendment, Second Amendment, Third Amendment and this Fourth Amendment all
other terms of the Agreement shall remain in full force and effect as originally executed.
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IN WITNESS WHEREOF, the parties hereto have each caused this First Amendment to be
executed by its authorized representative on the date so indicated below.
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“GOAA”
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GREATER ORLANDO AVIATION AUTHORITY
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ATTEST:
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/s/ Xxxxx X. Xxxxxxxx-Xxxxxx
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Xxxxx X. Xxxxxxxx-Xxxxxx,
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By:
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/s/ Xxxxxxx X. Xxxxx
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Assistant Secretary
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Xxxxxxx X. Xxxxx, A.A.E.,
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Date:
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1/30/2017
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Executive Director
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TWO WITNESSES:
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APPROVED AS TO FORM AND LEGALITY this 27th day of January, 2017, for the use and reliance by the GREATER ORLANDO AVIATION AUTHORITY, only.
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[ILLEGIBLE]
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Printed Name:
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[ILLEGIBLE]
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Xxxx X. Xxxxxx
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Xxxxxxxx and Xxxxxx, P.A., Counsel.
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Printed Name:
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Xxxx X. Xxxxxx
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By:
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/s/ Xxxxxxxx and Xxxxxx, P.A
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Xxxxxxxx and Xxxxxx, P.A.
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STATE OF FLORIDA
COUNTY OF ORANGE
COUNTY OF ORANGE
Before me, the undersigned authority, duly authorized under the laws of the State of Florida to take acknowledgments, this day personally
appeared Xxxxxxx Xxxxx and Xxxxx X. Xxxxxxxx-Xxxxxx respectively Executive Director and Deputy Director of the Greater Orlando Aviation Authority, who are personally known to me to be the individuals and officers described in and who executed the
foregoing instrument on behalf of said Greater Orlando Aviation Authority, and severally acknowledged the execution thereof to be their free act and deed as such officers and that they were duly authorized so to do.
In witness whereof, I have hereunto set my hand and official seal at Orlando, in the County of Orange, State of Florida, this 30 day of
January, 2017.
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Xxxx X. Xxxxx
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My commission expires: 7/19/19
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Notary Public
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Notary Public
State of Florida
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XXXX X. XXXXX
Notary Public - State of Florida
Commission # FF 901067
My Comm. Expires Jul 19, 2019
Bonded through National Notary Assn.
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ALL ABOARD FLORIDA – OPERATIONS LLC
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ATTEST:
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/s/ Xxxx Xxxxx |
By:
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/s/ Xxxxxxx O. P. Xxxx
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Printed Name:
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Xxxx Xxxxx |
Printed Name:
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Xxxxxxx O. P. Xxxx
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Title:
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Assistant Secretary |
Title:
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Vice President
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Date: 12/15, 2016
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TWO WITNESSES:
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/s/ Xxxx Xxxxxxx
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Printed Name:
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Xxxx Xxxxxxx
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/s/ Xxxxxxx Xxxxx
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Printed Name:
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Xxxxxxx Xxxxx
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STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this 15th day of December, 2016 by Xxxxxxx O. P. Xxxx, as Vice President of All Aboard
Florida – Operations LLC, a Delaware limited liability company, on behalf of the limited liability company. He/She is personally known to me or produced a valid driver’s license as identification.
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/s/ Xxxxxx Xxx Xxxxxxx
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Notary Public
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Print name:
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Xxxxxx Xxx Xxxxxxx
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My commission expires:
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NOTARY PUBLIC
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XXXXXX XXX XXXXXXX
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| STATE OF FLORIDA |
Commission # FF 966539
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Expires March 1, 2020
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Bonded Thru Xxxx Xxxx Insurance 000-000-0000
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CITY OF ORLANDO, FLORIDA, a Florida municipal corporation
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ATTEST:
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By:
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/s/ Xxx X. Xxxxxxx |
By:
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/s/ Xxxxx Xxxxxxx
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Printed Name:
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Xxx X. Xxxxxxx
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Printed Name:
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Xxxxx Xxxxxxx
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Title:
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Interim City Clerk
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Title:
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Mayor Pro Tem
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[Official Seal]
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Date:
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1/11/17
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TWO WITNESSES:
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APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE CITY OF ORLANDO, ONLY, THIS 17 DAY OF Jan, 2017.
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/s/ Xxxxxxx Xxxxx
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Printed Name:
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Xxxxxxx Xxxxx
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/s/ Xxxxxx Xxxxxxxxx
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By:
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/s/ Xxx Xxxxx
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Printed Name:
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Xxxxxx Xxxxxxxxx
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Title:
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Chief Asst. City Attorney
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Printed Name:
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Xxx Xxxxx
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