PROPOSAL FOR THE LEASE OF RIGHTS-OF-WAY OWNED BY THE FLORIDA DEPARTMENT OF TRANSPORTATION AND OOCEA AND REAL PROPERTY OWNED AND CONTROLLED BY ORANGE COUNTY, THE CITY OF ORLANDO, AND THE GREATER ORLANDO AVIATION AUTHORITY.

Submitted to: Florida Department of Transportation

April 18, 2014

Florida EMMI, LLC.

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PROPOSAL FOR THE LEASE OF RIGHTS-OF-WAY OWNED BY

THE FLORIDA DEPARTMENT OF TRANSPORTATION AND OOCEA AND REAL PROPERTY OWNED AND CONTROLLED BY ORANGE COUNTY,

THE CITY OF ORLANDO, AND THE GREATER ORLANDO AVIATION AUTHORITY.

TABLE OF CONTENTS

A. EXECUTIVE SUMMARY .........................................................................1 B. LEASE PLAN..............................................................................................4 1. Administration and Management and Identification of

Key Personnel ..................................................................................4 (a) Organizational Structure, Management &

Operation Methodology.......................................................4 (b) Coordination & Communication Plan .................................9 (c) Financial Capability ...........................................................10 (d) Key Personnel Resumes.....................................................11

2. Lease Requirements .......................................................................12 (a) Lease Considerations .........................................................12 (b) Proposed Lease Terms .......................................................13 (c) Project Limits.....................................................................14 C. TECHNICAL PLAN .................................................................................18 1. Technical Approach and Experience .............................................18 2. Schedule.........................................................................................33 3. Coordination Plan ..........................................................................35

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PROPOSAL FOR THE LEASE OF RIGHTS-OF-WAY OWNED BY THE FLORIDA DEPARTMENT OF TRANSPORTATION AND OOCEA

AND REAL PROPERTY OWNED AND CONTROLLED BY ORANGE COUNTY, THE CITY OF ORLANDO, AND THE GREATER ORLANDO AVIATION

AUTHORITY. A. Executive Summary

Florida Environmental Mitigation and Mobility Initiative (“EMMI”), LLC. is an Orlando-based development company (FEIN: 46-4640807) that will design, build, finance, market, operate and maintain a cutting-edge passenger transportation system (the “System” or “Project”) that connects the Orlando International Airport (“OIA”) to the Orange County Convention Center (“OCCC”)/International Drive area. With planned revenue service by 2017, the System is an environmentally friendly, privately financed project that will create hundreds of jobs, spawn a new high-tech Florida-based industry and offer a modern solution to fill an important missing mass-transit link as Central Florida continues to welcome more than 60 million visitors to its many attractions.

Under the guidance of the Florida Department of Transportation (“FDOT” or the “Department”), local governmental stakeholders including Orange County, City of Orlando, Greater Orlando Aviation Authority (“GOAA”), and Orlando-Orange County Expressway Authority (“OOCEA”), Florida EMMI and its consortium of partners will obtain appropriate approvals from regulatory agencies to develop, construct, market and operate a most comprehensive solution for sustainable growth and promotion of sustainable transit in Florida. Florida EMMI is a privately held, Florida-based limited liability company that has organized a Team of companies led by ACS Industrial Services (“ACS”) to develop, design, construct, and operate this System as a private venture, with no public capital or operating subsidies, and to make appropriate lease payments to the public entities in exchange for use of the rights-of-way. This proposal describes the System, introduces our Team, and offers to undertake our visionary Project in return for the necessary leasehold interests in public rights-of-way.

Florida EMMI brings together a world-class team with decades of experience in designing, constructing, deploying and maintaining transportation systems. Led by the two global powerhouses ACS, the western world’s largest construction conglomerate with 138,000 employees across six continents, and Ricardo, Inc., a British high-tech transportation developer, Florida EMMI will integrate the local competencies and expertise of VHB, Inc., Hensel Phelps Construction Company and Mears Transportation Group to deploy an innovative, electric zero-emission transportation system utilizing licensed and proven magnetic levitation (“maglev”) technology to transport people quickly and safely between stations. The maglev technology is carbon neutral -- significantly reducing air pollution

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attributed to heavy traffic within the area, including greenhouse gases associated with global warming. The System’s competitive fare structure will attract a large number of residents, conventioneers and leisure travelers, yielding less vehicular traffic for business and leisure travelers and providing a potential first step toward a seamless, statewide transportation system. Most importantly, the System is privately funded and self-sustaining, both during initial development and long-term operation, and will create hundreds of jobs in the region.

The alignment commences at the proposed site of the new Orlando International Airport Intermodal Center and extends north on the east side of the All Aboard Florida alignment and west of the South Access Road and Airport Boulevard, passing under the south cross-field taxiway, the people mover structures, the north cross-field taxiway and then rises above Cargo Road.   From there it curves northwest, eventually crossing above SR 528 just east of the toll facility.    From here it curves to the north around the runway approach zones, extending parallel along the north side of SR 528 and then swinging northward into the property of Florida Mall (adjacent to SR 528) and then returning to the north side of SR 528. The alignment then departs the SR 528 main line to the east, crossing above Universal Boulevard and then extending due west, terminating at the Canadian Court Intermodal Center. At this point, the hotel circulator extends along and above Destination Parkway and then curves northwest to extend above International Drive with stations in the vicinity of the Hyatt Regency and the Rosen Center, ultimately terminating on property near The Pointe Orlando. The System is scalable and extendable beyond the stated termini, potentially allowing future expansion of the System to other areas and applications as FDOT and the other stakeholder agencies may deem useful and appropriate. The Company has developed comprehensive coordination plans in order to liaise with the public agencies and address all potential infrastructure and utility conflicts along this route. Ridership has been extensively studied and analyzed by Company-commissioned reports. Additional economic-impact reports and a peer-reviewed investment-grade ridership report will be generated under our proposal if accepted.

American Maglev Technology, Inc. (“AMT”) delivered the application fee of $10,000 on behalf of Florida EMMI as part of the unsolicited proposal for this Project. Therefore, the application fee was prepaid and no additional fee is required unless, as Section 1.8 of the RFP indicates, FDOT determines that evaluation costs exceed the initial application fee. Florida EMMI acknowledges that due to the comprehensive nature of the RFP and the Company’s effort to be as responsive as possible, some redundancies may be present in this response. A compliance matrix is provided as part of this Executive Summary on the following page for the reader’s convenience.

Compliance Matrix

Requirement Complies? Page Number Notes

Response must provide a plan to obtain approvals from the appropriate federal regulatory agencies to operate a fixed guideway transportation system in this corridor

Yes 18-19 Also allowed for in Schedule (p. 33)

Response must identify and comply with existing federal, state, and local regulatory agency requirements; Yes 19-20 Negotiations limited due to

private funding.

Response must identify and address how the Proposer plans to construct, operate, and maintain a fixed guideway transportation system from Orlando International Airport to the Orange County Convention Center at no cost to the owners of the right-of-way that the system is constructed, operated, and maintained on;

Yes 20-21 Complete.

Response must identify and address existing infrastructure and utility conflicts, and a plan to resolve such infrastructure and utility conflicts;

Yes 21-23 Utility process will be incrementally implemented.

Response must address future build-outs of infrastructure in the corridor(s) that may be impacted by or impact the fixed guideway transportation system, and identify infrastructure improvements, environmental permitting impacts, and additional right-of-way that may be necessary which otherwise would not be required;

Yes 23 Coordination with SR-528 discussed.

Response must provide a fixed guideway transportation system plan, including the termini of the planned service, any intermediate stops, an operations plan, and the extent to which the planned service will enhance the transportation system;

Yes 24 Schematic plans included.

Response must identify and address any zoning or land development codes of any affected local government; Yes 25 Complete.

Response must address the adverse impact on revenue to any and all of the participating agencies with an investment grade ridership report and supporting economic impact data;

Yes 25-26 More ridership studies have been planned.

Response must develop a coordination plan with all affected agencies throughout the planning, design, and construction phases.

Yes 35-36 Complete.

Response must demonstrate the ability to further economic development in Central Florida Yes 29

Also will collaborate with SpaceFlorida & Enterprise Florida.

Response must demonstrate the ability to protect the environment Yes 29-31 SER completed.

Response must demonstrate the ability to create temporary and permanent jobs Yes 31 Jobs have been quantified.

Response must demonstrate the ability to otherwise benefit the State of Florida and its citizens. Yes 32

Economic growth and reduction in carbon emissions & vehicle miles traveled.

3!

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B. Lease Plan

1. Administration, Management & Identification of Key Personnel

(a) Organizational Structure, Management & Operation Methodology Florida EMMI, a limited liability company authorized to do business in the State of Florida, will hold the leasehold interests in the public rights-of-way and real property and will be responsible for designing, constructing, operating, marketing and maintaining the System between the Orlando International Airport and the Orange County Convention Center.

Florida EMMI has assembled a team of industry leaders to ensure success throughout the life of the Project. The local, national and global companies collaborating under the leadership of Florida EMMI cumulatively brings more than 200 years of expertise in managing the initial development of transportation systems, including compliance with and mitigation of regulatory issues and requirements during the design and permitting process. Within this team of partners, Florida EMMI has assembled a management group suited to deliver and operate a privately funded transportation system with the highest level of service and expertise. Leading the implementation of an innovative technology and business model, these individuals bring vast experience and professionalism to work through regulatory issues, conflicts with utilities, and any other known and unknown obstacles associated with delivering a system that will be the first of its kind in the United States.

Ultimately, Florida EMMI is anticipated to be a local, publicly-traded company headquartered in Orlando and specializing in state-of-the-art mobility solutions for the citizens of Central Florida as well as the millions of visitors to the region each year. Florida EMMI will initially employ 85 highly qualified people on a direct, full-time basis, with a first-year payroll of more than $6 million (average annual salary of $70,000-plus. The Florida EMMI CEO will manage the company’s department heads responsible for construction management, marketing, customer operations and technical operations and maintenance. The CEO will also work jointly with the CFO on finance matters and liaise directly with the company’s general counsel at GrayRobinson, PA. The CEO will also oversee and aggregate the core competencies of the Company’s chief strategic partners, which represent the greatest strength of the project. The organizational chart depicting the proposed structure for Florida EMMI is found on the following page.

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Florida EMMI will initially be overseen by a small group of highly qualified founding shareholders. This team includes representatives from technology provider AMT, the engineering, procurement, and construction (“EPC”) contractor ACS Industrial Services, and local business leaders. Working closely with EMMI’s CEO, CFO and general counsel, the founding shareholders will have direct supervision over the major components of the project, including schedule and capital planning; design and development; engineering, procurement and construction; regulatory and safety compliance; system testing and commissioning; branding and marketing strategies; and startup operations and system integration. Following system commissioning, the founding shareholders, in conjunction with the project’s follow-on investors and stakeholders, will elect a Board of Directors, which will directly report to the Florida Department of Transportation (the “Department”), OOCEA, GOAA, the City of Orlando and Orange County (collectively, the “Participating Agencies”) and associated agencies and oversee the ongoing business operations and system maintenance. The initial key personnel directly employed by the Company are listed below. Resumes for each employee are included at the end of this section. - Jordan A. Morris (Chief Executive Officer) brings more than ten years of international business development and management experience as the Chief Operating Officer of the Project’s technology provider, American Maglev Technology (“AMT”), and formerly the Chief Operating Officer of medical device manufacturer Neotonus, Inc. He has developed a unique, comprehensive understanding of the engineering and construction principles related to AMT technology, having overseen the on-time, under-budget construction and deployment of AMT’s test track in Powder Springs, GA. His certification in ISO-13485 quality systems management has instilled in him a commitment to meeting and exceeding customer satisfaction, which will carry over to the benefit of the Florida EMMI company. - Geoffrey A. Wissing (Chief Financial Officer) brings valuable, specialized expertise in cost estimating and finance, having coordinated the finance department of AMT since 2009. He is the creator and author of AMT’s robust, third party certified financial model used for cost and income projections for the company’s myriad of proposals, including the original unsolicited proposal for this Project. He will be responsible for the day-to-day financial operations of the company, overseeing and managing a highly qualified finance department. - Mary Hurley (Financial Consultant), currently the Senior Vice President at Thomas Wood Investments and Manager of the Orlando office, will dedicate the majority of her professional time to advising the Florida EMMI CEO, CFO and finance department, leveraging her specialized local knowledge and experience in the Orlando area. - Julio A. Maggi (Chief Development Officer) is a dynamic leader and seasoned executive with 32 years of experience in the implementation of complex real estate

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projects and large infrastructure development programs. He directed nearly US$20 billion worth of construction projects in the Middle East, U.S. and Latin America. Having served on the executive level with BVG, Inc. (Tampa), Echelon Development, LLC (St. Petersburg), and the Lincoln Property Company (Orlando), Mr. Maggi is an ideal program manager for the construction of the System. - Ed Gilbert (Chief Marketing Officer) founded Absolute Thinking, an Orlando-based top 20 advertising and public relations firm with key relationships with the Project stakeholders and other major tourism players in the Central Florida region. He is an inducted member of the Florida Tourism Hall of Fame, directed the Florida Division of Tourism prior to the creation of Visit Florida, launched the Hilton Grand Vacations Company, Downtown Disney Resort Area Hotels, WonderWorks, and Fantasy of Flight, and has served on the Executive Committee, Board of Directors, and Global Marketing Chair for Visit Orlando. He has marketed over 250 hotels, resorts and attractions in his 35-year history in the Florida Tourism Industry and will lead the marketing department. - Mike Miller (Public Relations Manager) brings 26 years of experience in the public relations field, having founded Miller Air Group, a PR firm with clients such as Jet Blue, US Airways, and Delta Air Lines. His expertise in the transportation field and long history of working at OIA will bring a high level of value to the Project. - Debbie Morris (Internet/Digital Manager) has 16 years of experience in managing digital and internet media and currently manages the website for the Downtown Disney Resort Hotels. She will ensure that all digital and media services at the Company remain on the leading edge of digital technology. Florida EMMI has assembled a world-class team of well-established companies from a wide cross section of industries with a history of successful endeavors to ensure the successful deployment and operation of the project. ACS Industrial Services, Inc. (EPC Contractor, System Maintenance Coordinator and Financing Partner) is a subsidiary of the world-renowned Spanish consortium Grupo ACS that has built an extensive portfolio of railway construction and operation projects, including over 1500 kilometers of railroad and subway infrastructure. The Group includes companies like Dragados, Grupo Cobra and Turner Construction, and represents the largest construction consortium in the world outside of China, with projects in more than 55 countries. As a leading EPC contractor, ACS has the capability to effectively manage projects from the design phase throughout the operations & maintenance phases. The EPC guarantees issued by the ACS group of companies greatly minimize any risk to the public sector. The group has decades of experience in implementing and operating transportation infrastructure projects in close coordination with the public sector. Key personnel for the Project: Carlos Ramiro, President.

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American Maglev Technology Inc. (Technology Provider), founded in Edgewater, Florida, in 1994, is focused on innovating and commercializing novel intellectual property, specializing in magnetics. The company has raised over $50 million in private equity to perform research and development on a number of novel magnetic-based technologies, building a strong intellectual-property portfolio of more than 50 patents. AMT will issue a perpetual, royalty-free license to Florida EMMI for its core technology, which is based on well established, in-service maglev technologies used in passenger mobility systems in Europe and Asia. Key personnel for the Project: Arnold Gibbs, Director of Florida Development. Ricardo, Inc. (Vehicle Designer & Assembler, Systems Integrator & Operations Manager) is recognized in the automotive, military, and energy industries for its leadership and core competencies to develop and commercialize new technology. The company employs over 2,100 professional engineers, consultants and scientists who are committed to delivering outstanding projects focused on class-leading innovation in the core product areas of engine, transmission, vehicle, hybrid and electrical systems, environmental forecasting and impact analysis. Their client list includes the world’s major transportation original equipment manufacturers, energy companies, financial institutions and government agencies. Key personnel for the Project: Wesley Scharmen, Chief Engineer. Vanasse Hangen Brustlin (VHB), Inc. (Infrastructure Design) is a multidisciplinary planning, design, engineering and consulting firm for some of the nation’s most complex infrastructure and development initiatives. VHB is one of the United State’s most experienced transit planning, design, and implementation firms; with a focus on connecting clients to a sustainable future through public-transportation solutions. With staff of over 900 in over 22 offices, VHB is ranked 78th on ENR’s Top 500 US Design Firms List and #29 for Transportation Firms. VHB has already completed a comprehensive market and ridership review for the corridor between OIA and the OCCC, as well as refined the alignment and ensured consistency with FAA and GOAA obstacle-free zones. VHB will further provide its engineering, environmental and design services throughout the development of the project. Key personnel for the Project: Michael Carragher, Southeast Regional Manager. Hensel Phelps Construction Company (Civil Works/ Construction Lead) is one of the largest general contractors and construction managers in the United States, ranked consistently among the Engineering News Record’s top 20 contractors. Founded in 1937 with a large and growing presence in Central Florida, Hensel Phelps has grown into a multi-billion-dollar, employee-owned company with an eclectic and unparalleled portfolio of successfully completed projects. Hensel Phelps is the ideal experienced construction company to build the system. Key personnel for the Project: Charlie Barnard, Operations Manager.

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Mears Transportation Group, Inc. (System Operations & Maintenance) is the largest provider in Orlando of shuttles, taxicabs, luxury sedans, limousines and charter buses with a fleet of more than 1,100 vehicles. With operations since 1939, Mears is the regional expert and leader in transportation service, with state-of-the-art maintenance, phone and dispatch system technology. Mears’ involvement in the Project will ensure that Florida EMMI adapts and integrates quickly into the Central Florida visitor-transportation market. Key personnel for the Project: Paul Mears, III, President. GrayRobinson, PA (General Counsel) is a full-service corporate law firm with over 270 attorneys throughout 11 offices across Florida. The company provides legal services for Fortune 500 companies, emerging businesses, lending institutions, local and state governments, developers, entrepreneurs and individuals across Florida, the nation and the world. Key personnel for the Project: Thomas J. Wilkes.

(b.) Coordination & Communication Plan. Florida EMMI has hired a highly qualified marketing team for rolling out a comprehensive local public-relations program, which includes the distribution of unified, carefully branded messages in the form of a robust website, social-media campaigns on Facebook and Twitter, and open forums to address and explain key issues to stakeholders and the general public. The Company is well connected to the stakeholder agencies, having completed a myriad of projects in coordination with each agency. Florida EMMI will leverage these relationships to ensure transparency with the Department, OOCEA, GOAA, Orange County, the City of Orlando, Florida Mall, the OCCC and International Drive hoteliers in making key policy decisions with repercussions affecting any of these parties. The Company will make use of regular email updates for documentation purposes, and hold face-to-face meetings and symposia as needed. Ed Gilbert, Mike Miller and Debbie Morris will be responsible for all marketing aspects including but not limited to branding, collateral design, logos, public relations, internet marketing, outdoor advertising, airport signage, the selling of advertising space outside and within the trains and stations, maintain relationships with the hotel industry, airline industry and Visit Orlando as well as Visit Florida. The marketing department will be staffed by seasoned industry professionals with more than 100 years of experience. Florida EMMI will design and maintain a robust and highly interactive website that will be consistently optimized for the Internet spiders and major search engines. They will develop and constantly monitor the SEO, SEM, PPC, CPC and social media programs to maximize the traffic to the website with the goal of converting traffic to paid tickets. They will also work with the Meeting Planners coming to Orlando in an effort to sell group fares to the over 1.8 million conventioneers annually to the OCCC.

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(c) Financial Capability. Florida EMMI has extensively analyzed the financial metrics of the Project, completing the highest level of financial due-diligence to determine the realistic capital investment necessary as well as the annual operating and maintenance costs and the anticipated passenger traffic in order to make the required lease payments in full and on time. The Company’s models and analyses have resulted in capital and annual operating cost estimates that merit substantial capital investment and are available for review by the Department or other stakeholders upon request.1 The Company has also completed a series of sensitivity analyses and financial models based on initial ridership estimates completed by VHB, Inc. The Project will attract capital from both national and international sources. The significant financial commitment by GOAA and FDOT for the development and construction of the OIA South Terminal and the ground transportation station at OIA, which Florida EMMI will utilize, represents a major reduction in the capital costs for this Project that significantly reduces project risk as well as the capital requirements of the Florida EMMI Project. In addition to this commitment, Florida EMMI has initial commitments from its partners, local stakeholders and strategic partners. These commitments represent an additional $100 million in new equity for Florida EMMI, increasing the financial strength of the Company and its ability to meet financial commitments. The Company is assembling a banking syndicate that will finance 40-50% of the project cost as a first-security debt. EMMI also has initial commitments, statements of interest, and expressions of interest from a group of strategic partners that includes ACS, AMT, local landowners, shopping-center, residential, and other real-estate developers, hoteliers, bus-operations companies, transportation-service providers, and other Central Florida-based interests that will provide 40-50% of the project capital in the form of common equity shareholding. A group of pension funds, green-focused private equity, and venture capital will provide the middle funding making up 10-20% of the total project costs. In addition to these sources of funding, EMMI expects to lease-finance the passenger vehicles and the automatic-train-control (ATC) hardware to the Project through a captive private-label leasing company, using a lease agreement to make this essential technology available for the Project with no upfront capital costs. This approach will reduce the overall capital costs and take advantage of favorable investment-tax-credit and accelerated-depreciation treatment in the US tax code. The captive capital-leasing program may be provided in conjunction with SpaceFlorida and EnterpriseFlorida in an arrangement that binds American Maglev to create a new assembly, integration, and

                                                                                                               1EMMI  will  allow  FDOT  and  the  other  agencies  to  inspect  freely  its  cost  estimates  for  the  Project.    However,  to  the  extent  allowed  by  Florida  law,  EMMI  reserves  its  perogative,  when  allowing  inspection  of  the  cost  estimates  and  other  proprietary  documents,  to  claim  its  right  to  protection  under  the  statutes  that  exempt  trade  secrets  and  proprietary  information  from  public  disclosure  under  the  state  public-­‐records  laws.  

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manufacturing plant for these technology components of the Project in Central Florida. The global EPC company Grupo ACS, with assets in the year 2011 of over $6.5 billion and an annual turnover of over $4.25 billion, will lead the investment of this Project. The group has an ample experience in developing, financing, building, managing and operating public-infrastructure concessions throughout the world. ACS is therefore extraordinarily familiar with the usual financial safeguards and requirements for raising adequate financing to fund the investment costs. During the last 10 years, ACS has successfully completed more than 30 projects under a concession structure in countries as diverse as the USA, Spain, Peru, Mexico and Brazil, all of which have required financing of a substantial portion of the investment costs and injecting equity into the project during construction. Capital for the projects has been guaranteed through several mechanisms depending on the particular characteristics of each project: Due to its extensive track record, its varied portfolio of successfully financed projects, and the sheer size of the corporate group, financial institutions and entities involved in these types of infrastructure projects are comfortable with ACS Group risk. In its financial agreements with participating banks, the obligation for ACS to invest equity is set forth under certain requisites, but usually does not require an additional guarantee. Among the major banks that have worked with ACS in the past and accepted contractual guarantees are HSBC, BNP Paribas, Banco Santander, BBVA, Calyon, West LB, Deustche Bank, Natixis, ING, etc. ACS affiliates acting as project companies have also received support from ACS Industrial Services in the form of a parent-company guarantee to assure the banks involved that the pari passu equity-to-debt schedule in the financial agreements will be observed. In addition, banks have accepted subordinated loans in lieu of a majority portion of the required capital for most of the concessions awarded to ACS, especially for renewable projects developed in Europe. With the backing of ACS, the mechanism employed by the Company to finance this project is a Project Finance structure, a staple in the international market, well known by financial entities, sponsors and legal advisors. The bank’s rights are guaranteed by the payment rights and assets of Florida EMMI, the EPC and O&M guarantees, the equity stake of the sponsor, and the reserve accounts and debt service coverage ratio that provide a cushion which absorbs first losses. This non-recourse structure has been proven successful in over 20 projects for which ACS has attracted banks to lend under this scheme, and in fact has been employed to fund the construction costs and additional investment expenses for all solar and wind concessions owned by a ACS entity to date, along with other types of concessions like desalination plants, water treatment facilities, power lines, etc. In the case where grants, soft loans and tax breaks or credits are available and may help reduce the financing costs and, therefore, increase competitiveness, Florida EMMI will make full use of the opportunity. Examples include the implementation of investment tax credits or new market tax credits which can be sold to an interested financial party in exchange for tax equity, which may reduce the level of debt required.

(d) Key Personnel Resumes. Please see the following pages.

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Jordan A. Morris Chief Executive Officer Florida EMMI, LLC! Contact: +1.404.307.8330 109 Anderson St. Suite 200 Marietta, GA 30060 USA jmorris@american-maglev.com!!

Mr. Morris brings more than ten (10) years of international business development and management experience as the Chief Operating Officer of the Project’s technology provider, American Maglev Technology (“AMT”), and formerly the Chief Operating Officer of medical device manufacturer Neotonus, Inc. During his time at AMT, he has developed a unique, comprehensive understanding of the engineering and construction principles related to AMT technology, having overseen the on-time, under-budget construction and deployment of AMT’s test track in Powder Springs, GA, and having served as the company’s Quality Officer. He is well connected in the technology development and manufacturing community, having developed strategic relationships with leading manufacturers and distributors throughout North America, Europe and Asia. His certification in ISO-13485 quality systems management has instilled in him a firm commitment to meeting and exceeding the highest standards of customer satisfaction, which will carry over to the benefit of the Florida EMMI company.!Professional Highlights:!Chief Operating Officer, American Maglev Technology, Inc. (May 2007 - present)• Managed and supported the employee life-cycle: recruiting, on-boarding, training, developing and off-boarding employees as necessary• Rolled out the company’s quality assurance & control system as the Chief Quality Officer o Directed the company branding, identity and website, including development of brand standards• Coordinated and managed the on-time construction, testing and completion of the company’s $13 million maglev train technology test facility• Oversaw the company’s finance system, supervising payroll and accounts payable/ receivable departments o Wrote winning proposals for research grants from the US Department of Energy and Naval Air Research Facility totaling in excess of US $5 million• Liaised with the Defense Contractor Audit Agency to maintain full compliance with government accounting regulations, ensuring the steady flow of funding and renewal of research contracts• Conducted executive sales, including high-level presentations in India, Australia & UAE o Spearheaded a private capital raise of US $13 million from UAE-based firm o Coordinated tours and demonstrations at the test facility for potential customers o Authored competition-sensitive business plans and proposals for transit and research projects worldwide, leading to global strategic alliances and capital investment from companies based in Spain and India!!!

11-A!

Chief Operating Officer, Neotonus, Inc. (May 2007 - July 2008)Project Manager, Neotonus, Inc. (May 2004 - April 2007)• Supervised manufacturing of high-tech medical devices (including validating vendors, holding subcontractor audits, and supervising final inspection and post- market surveillance)• Supervised international distribution, growing the network from 41 to 56 countries within 18 months• Led all marketing and sales efforts for the company, through presentations and demonstrations at local conferences and conventions• Conducted international onsite training and demonstrations (including Japan, China, Taiwan, Philippines, Hong Kong, Germany, UAE, Kuwait, Chile & Mexico) to train distributors and partner in sales activities• Liaised with international quality certification bodies and the U.S. Food and Drug Administration in order to maintain two FDA clearances and ISO-13485 quality system• Managed and supported the employee life-cycle: recruiting, on-boarding, training, developing and off-boarding employees as necessary• Served as project manager for transferring manufacturing from the USA to Taiwan, resulting in 20% cost savings; consolidated personnel roles, resulting in 50% reduction in overhead costs !Education: !Pepperdine University, Malibu, California. Bachelor of Arts, Journalism. Minor in Spanish language (currently proficient)!!

11-B!

Geoffrey A. Wissing Chief Financial Officer Florida EMMI, LLC! Contact: +1.770.845.7110 109 Anderson St. Suite 200 Marietta, GA 30060 USA geoffw@american-maglev.com!!

Mr. Wissing brings valuable, specialized expertise in cost estimating and finance, having served as the Chief Financial Officer of AMT since 2009. He is the creator and author of AMT’s robust, third party certified financial model used for cost and income projections for the company’s myriad of proposals, including the original unsolicited proposal for this Project. He has also served as the lead financial head on more than $8 million in government contracts awarded to AMT, conducting periodic audits and liaising with the Defense Contractor Audit Agency to ensure full compliance with the Federal Acquisition Regulations and under-budget performance. He will be responsible for the day-to-day financial operations of the company, overseeing and managing a highly qualified finance department.!Professional Highlights:!Chief Financial Officer, American Maglev Technology, Inc. (May 2013 - present)Project Manager, Finance, American Maglev Technology, Inc. (May 2009 - May 2013) - Lead and manage the company's internal/external audits - Develop the company's financial and accounting procedures - Coordinated and managed the budgeting, billing and payments for the company's $13 million maglev train technology testing facility in Powder Springs, GA. -Managed the company's accounts payable and receivables for the TIGGER government contract with Tri County Metropolitan Transit Authority (TRIMET) - delivered energy storage devices on-time and within budget. - total contract value of $4 million. - Served as a project manager supervising the manufacturing of the Energy Storage devices. -Managed the procurement and lead times for the production of the energy storage devices - Supported executive sales efforts with financial models and presentations. !!Education:!Wake Forest University, Winston-Salem, North Carolina. Bachelor of Science, Finance.

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Mary Hurley Financial Consultant Florida EMMI, LLC! Senior Vice President Thomas D. Wood & Company! Contact: +1.407.374.0252 1916 East Robinson Street Orlando, Florida 32803 mhurley@tdwood.com!!

Ms. Hurley will dedicate the majority of her professional time to advising the Florida EMMI CEO, CFO and finance department, leveraging her specialized local knowledge and experience in the Orlando area. Mary has been synonymous with Orlando’s commercial real estate market since 1993 and has been immersed in all aspects of the field including positioning of properties for financing and development, construction, leasing and management. A consummate real estate/financing professional, Hurley holds the Certified Commercial Investment Member (CCIM) and the LEED® AP designations.!!Professional Highlights:!A Licensed Real Estate Broker, Hurley is a past president of both the CCIM Central Florida District and NAIOP Central Florida. She also served, with distinction, as the immediate past chair of the NAIOP National Forum for Business Park Development and served as a member of NAIOP National Corporate Tax and Finance Committee. She was appointed by former Orange County Mayor Richard Crotty in 2006 to serve, and then ultimately Chair, Orange County’s Development Advisory Board; was appointed by Orlando Mayor Buddy Dyer to serve, and then to co-chair, Orlando’s Orange/Michigan Vision Task Force; and was recently appointed by Orange County Mayor Teresa Jacobs to serve as Orange County’s District 5 representative on the Community Development Advisory Board. Hurley also has experience in consensus-building and the organization of a Neighborhood Improvement District for Downtown South and served as the Chair of its Steering Committee, served as a member of the Exploratory Committee, and was again appointed by Mayor Dyer to serve on the Downtown South Neighborhood Improvement District Advisory Board.!Education:!Wayne State University, Detroit, Michigan. Bachelor of Science, Business Administration.!!

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Julio A. Maggi Chief Development Officer Florida EMMI, LLC! Contact: +974 3 332 5067 julio.maggi@aecom.com!!!!

Mr. Maggi is a dynamic leader and seasoned executive with 32 years of experience in the implementation of complex real estate projects and large infrastructure development programs. He directed nearly US$20 billion worth of construction projects in the Middle East, U.S. and Latin America. Mixed-use developments include office and retail space, hotels, and residential units in various configurations including hi-rise CBD, mid-rise suburban, and low-rise resort. Recently, he served as AECOM’s Program Director for the US$15 Billion Abu Dhabi Capital District Infrastructure Program, heralded as “The Leading Sustainable Arab Capital.” Prior to joining AECOM, he completed multi-billion dollar projects in Central and South Florida, having served on the executive level with BVG, Inc. (Tampa), Echelon Development, LLC (St. Petersburg), and the Lincoln Property Company (Orlando). Leveraging his wealth of experience and proven track record in Florida and around the globe, Mr. Maggi is an ideal program manager for the construction of the System.!Professional Highlights:!- AECOM - Multiple simultaneous executive responsibilities:Fast Start Team Leader, Local Roads & Drainage Program, Doha, Qatar (2013)Built and led a multi-disciplinary team during the start-up of a complex contract for design, engineering, procurement and construction management of a $5 infrastructure mega-program.!Executive Director, Corporate Headquarters and Mixed-Use Complex, Doha, Qatar (2013)Took over from previous management team 3 million square foot (budget confidential) project. Contract includes interior design, MEP engineering, specialty consulting, and construction supervision executed by design studios and engineering offices in Doha, Dubai, Abu Dhabi, London, Melbourne, Sydney and India.!Deputy Program Director, Jeddah Stormwater Drainage Program, Jeddah, Saudi Arabia (2011-2013)Built and led a team of top notch professionals from around the world across a wide range of disciplines to conceive, design and execute engineering solutions to assure that the City of Jeddah is safe from flooding, while developing an urban planning and regulatory platform to guide, direct and control the growth and development of Jeddah for the long term on its way toward world-class city status.!Program Director, Abu Dhabi Capital District Infrastructure (2011)Program management services for Abu Dhabi Urban Planning Council. The new capital city for the United Arab Emirates is being designed and built on an undeveloped site covering 45 square kilometers. The project is valued at US$15 Billion and includes metro, regional and light rail systems, state-of-the-art vacuum waste collection and district cooling systems, world-class public realm design, a dozen new highway interchanges, highways, streets and utilities designed in accordance with UAE “Estidama” sustainability principles.!Real Estate Development Strategist, Hyderabad International Airport, India (2010)

11-E!

Key member of AECOM’s leadership team working in collaboration with Dr. John Kasarda, master planning approximately 1,100 hectares of land for mixed-use development in coordination with Hyderabad International Airport. !Construction Logisitics and Strategy Advisor, Tripoli International Airport, Libya (2009)As an outgrowth of AECOM’s Program Management contract for Libya’s Housing and Highways infrastructure, AECOM was called upon to assist with the development of the new Tripoli International Airport that was under construction.!- Related International, LLC, Miami, Florida (2007-2009)Executive Vice President. Oversaw all business operations in Panama, Colombia, Argentina, Uruguay and the Bahamas. In charge of relationships with local partners, recruiting andmanaging in-house staff and third parties to identify, analyze, underwrite, and successfully execute real estate development projects. Projects included:• Orient Express Hotel & Residences, Panama City, Panama: 104 hotel keys and 94 residential

condominiums, single 53-story tower, $133 million.• Orient Express Hotel & Residences, Cartagena, Colombia: 135 hotel keys, 330 residential

condominiums, casino and ancillary retail, three phases, three towers, 42 and 36 stories, $238 million.

• Costa del Este Residences, Panama City, Panama: 324 residential condominiums, two phases, two towers, 55 stories, $210 million.

• Sta. Maria del Plata Residences, Buenos Aires, Argentina: 544 residential condominiums, four phases, four towers, 34 stories, $266 million!

- BVG Incorporated, Tampa, Florida (2004-2007)Chief Operating Officer. Bottom line P&L responsibility for all company-wide operations including new business development, site acquisition, project conceptualization, negotiation of all business agreements and contracts, financial analysis, project financing, product development, sales and marketing, hospitality and property operations. Primary duties included management of all senior staff and strategic planning and implementation as a member of the executive committee comprised of four executive officers. Projects included:• Azure at Emerald Bay Resort, Great Exuma, The Bahamas: 75-unit luxury resort

condominium project, $175 million.• Seasons at Sandpoint, Sandpoint, Idaho: 162-unit luxury resort condominium project, $156

million.• Ventures Equity Vacation Club: 8-residence portfolio of ultra luxury vacation homes (sales of

limited partnerships under way), $34 million.• Crescent Beach Condominiums, Siesta Key, Florida: 26-unit luxury oceanfront condominium

project, $55 million.• Seagrove, Siesta Key, Florida: 13-unit luxury oceanfront condominiums and courtyard

homes, $32 million.!Details regarding other related experience prior to 2008 at Echelon Development LLC and Lincoln Property Company, Inc. available upon request.!Education:!Rensselaer Polytechnic Institute, Troy, New York.Master of Architecture.Bachelor of Science, Building Science.!Harvard University, Cambridge, Massachusetts.Graduate School of Design, Leadership Training Program.

11-F!

Ed Gilbert Chief Marketing Officer Florida EMMI, LLC! Contact: +1.407.312.2533 PO Box 953847 Lake Mary, Florida 32795 ed@absolute-thinking.us!!!!

Mr. Gilbert founded Absolute Thinking, an Orlando-based company with key relationships with the Project stakeholders and other major players in the Central Florida region. He spent six years on the Board for Visit Orlando and has a 35-year history in the Florida Tourism Industry. In 2006, he was inducted into the Florida Tourism Hall of Fame. He and his partners have strong relationships with the OIA personnel and many of the major airlines serving Orlando. Current clients include Delta Air Lines, Downtown Disney Resort Area Hotels and Arnold Palmer Bay Hill Club & Lodge.!Professional Highlights:!- ABSOLUTE THINKING INC, Lake Mary, Florida • November 2009 – PresentFull service marketing, advertising, Internet Marketing and public relations firm specializing in hospitality, real estate and retail. Head Thinker/Chief Executive OfficerToday in its fifth year it ranks 17th in advertising revenue, 11th in public relations revenue and 6th in philanthropy in Central Florida. $4,995,000 in capitalized billings in 2013.!!- CHISANO MARKETING GROUP, Longwood, Florida • May 2008 – October 2009$40,000,000 full service marketing firm with three offices in Longwood, Tampa and Dayton, Ohio specializing in hospitality, real estate, financial services and retail with 70 employeesChief Marketing OfficerResponsible for new business in excess of over $4,000,000 in the first 10 months. Managed the day to day activities of the Downtown Disney Resort Area Hotels, Arnold Palmer’s Bay Hill Club & Lodge, launched the meeting planner’s website for the cruise industry called Seasite.com, managed the media department and public relations. !- GILBERT MANJURA MARKETING, Longwood, Florida 1991-2008Agency offering marketing, advertising, and public relations services to local, regional, and national clients. 28 employees and $13,000,000 in capitalized sales.Chief Executive OfficerLaunched company as founding partner. Developed strategic plans and communicated goals and objectives to staff. Planned and implemented media campaigns. Consulted with clients to evaluate unique needs and suggest effective solutions. Identified and pursued opportunities for new business. Conducted company-wide meetings to assess status of projects.!!Education:!Old Dominion University, Norfolk, Virginia. Bachelor of Science, Business/Marketing.

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Mike Miller Public Relations Manager Florida EMMI, LLC! Contact: +1.703.608.2071 886 Cranes Court Maitland, FL 32751-6910!! airmm@yahoo.com !!!!

Mr. Miller brings 26 years of experience in the public relations field, having founded Miller Air Group, a PR firm with clients such as Jet Blue, US Airways, and Delta Air Lines. He previously served as the Vice President of Strategy at the American Aviation Institute. His expertise in the transportation field and long history of working at OIA will bring a high level of value to the Project.!Professional Highlights:!- Miller Air Group, 2002-2013 President Founder of aviation consulting, marketing and communications firm.Clients in U.S., Latin America and Europe, including: - JetBlue (2013) – Launched new business class, high-speed wifi, internal process restructuring, spokesman, other projects. - US Airways (2010-11) – Labor relations, including pilot contract issues. - Delta (2003-2005) – Labor communications restructuring; team that won a battle against flight attendant unionization; media team restructuring. - ALTA (2005-2009)Latin American Air Transport Association - Created largest airline conference in Latin America (Airline Leaders Forum) from blank sheet; created aviation law conference; introduced new membership structure to raise funds for outreach; introduced new association brand; managed media relations across 13 countries. - United, Southwest, MaxJet Airways, FuelPlus and several airports.!- American AviationVice President, Strategy 2010-2012Institute Major policy analysis and investigative studies of aviation issues critical to airline industry and labor unions in Washington, D.C., working closely with airlines and trade associations. Projects included big data analysis of tarmac delays, aviation taxation and new DOT rule effects.!- The Velocity GroupDirector, 2004-2008 Co-founder of global aviation consulting firm with offices in Washington, Orlando, San Francisco & Tokyo, specializing in airline and aircraft analysis; strategic planning; strategic communication. Clients: Embraer, Bombardier, The World Bank, Regional Airline Assoc., Mitsubishi.!Education:!American University, Washington , DC. Bachelor of Arts, Communication.

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Debbie Morris Internet/Digital Manager Florida EMMI, LLC! Contact: +1.407.810.2628 3282 Hickory Lane Longwood, FL 32779! debbie@webresourcenow.com!!

Ms. Morris has 16 years of experience in managing digital and internet media and currently manages the Downtown Disney Resort Hotels website. She has served as the director of online services at Meredith Communications and will ensure that all digital and media services at Florida EMMI, LLC remain on the leading edge of digital technology.!!Professional Highlights:!- Web Resource Management, October 2008-PresentPresidentPartner to Absolute Thinking for Digital Projects and Internet Marketing ServicesManage Internal Personnel, Outsourced Personnel and Partnering Companies Top Projects include: Tony Roma’s, Downtown Disney Resort Area Hotels, City of Orlando, Avatar Homes, Golfweek Magazine, Nickelodeon Hotels, Collier County Convention & Visitor Bureau, McCoy Federal Credit Union, US Equity Advantage, Frontline Homeowners Insurance!- Meredith Communications, June 2007-September 2009Director of Internet MarketingSet-up Digital Marketing Team, Website Development TeamManage Internal Personnel, Outsourced Personnel and Partnering Digital Companies Team Lead the Development of a Homebuilder Content Management System for Vertical Market !Turnstile Publishing Company, February 2006 – June 2007Sales ManagerGrow & Manage Team-Oriented Approach Sales TeamNew Business Services for Interactive and Print Business!WebSolvers, Inc (Findsome & Winmore), July 1999 – February 2006Director of New BusinessSales Development – Top Sales Person 3 YearsAccount Management – Top Customer Service Award – 2 YearsTop Projects Include: Fiserv International, Avatar Homes, Fleetboss, Homebuilders Association of Metro Orlando, City of Altamonte Springs, Rollins College, Middleton Pest Control (bought by Massey Services), McDonalds (Oether Foods) !!Education:!Florida State University, Tallahassee, Florida. Bachelor of Arts, French/German.!

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2. Lease Requirements Florida EMMI will enter into negotiations with the Department, GOAA, OOCEA, Orange County and the City of Orlando to execute separate leases (or, at the option of each agency, a right-of-way use permit or other instrument) for the rights-of-way and real property needed for the Project. The rights of EMMI will be limited to those set forth in the leases or other instruments. All property rights not identified in the will remain under the control of the particular agency.

(a) Lease Consideration. Florida EMMI will construct and operate the project with no operating subsidies from state or local government agencies or their taxpayers or tollpayers. Florida EMMI will also assume all ridership risks. As rent for the use of the rights-of-way and real property, Florida EMMI shall pay to the agencies collectively each year, in arrears, a lump sum equal to $0.15 for each one-way fare sold to system riders during the preceding calendar year. The annual rent payments will be junior and subordinate to prior payment by the Company of (i) expenses of operation and maintenance of the system and (ii) periodic payments of principal and interest on debt incurred by Florida EMMI from time to time for the capital costs of the system. These payments are intended to be shared by the five agencies in amounts appropriate to Florida EMMI’s use of the agencies’ respective rights-of-way and real property, as may be determined by the Department and the other agencies. It is the suggestion of the Company that preferred consideration be given to GOAA to offset its revenue losses, if any, incurred as a direct result of the System, with prioritized disbursements thereafter to the other agencies in the following order: OOCEA, the Department (including the Florida Turnpike Authority), Orange County and the City of Orlando. However, the Company will happily defer to the Department and the other agencies on how the total $0.15 per passenger is to be distributed each year. All that said, Florida EMMI believes that the public interest would be best served if, to the extent operationally practical and financially feasible, Florida EMMI cooperates with the agencies and LYNX in developing and implementing reciprocal transfers for riders using the System, SunRail, buses, and other public-transit systems operated or to be operated by LYNX or any other agency. Fares collected by Florida EMMI (or by LYNX or any other agency) pursuant to such reciprocal-transfer arrangements and contracts likely cannot be included in the calculation of the annual rent payable by Florida EMMI. However, EMMI believes that the loss of that fare revenue will be amply justified on public-policy grounds because of the stimulating effect that will arise out of the availability to the traveling public of reciprocal transfers among the different transportation modes.

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In return for the right to use the rights-of-way and real property of the Department and the other agencies, the Company will invest substantial private funds in capital and infrastructure development and improvement, resulting in additional direct economic benefits to the Central Florida community. It will complement — not impede or otherwise interfere with — initiatives by the Department, the participating agencies and the stakeholders at OIA, Florida Mall and the OCCC to improve mobility, reduce congestion for Central Florida, and stimulate job creation and the economy.

(b) Proposed Lease Terms. EMMI asks that, in return for its willingness to undertake the cost and risk of the Project, the term of each of the agreements be fifty (50) years. Then, if no party is at default at the end of the 50 years, each agreement shall renew for an additional 49 years, for a total term equal to 99 years — the longest allowable by law. Florida EMMI shall comply with, and shall cause its employees, strategic partners, contractors, subcontractors, agents and sublessees/licensees to comply with, all terms and conditions set forth in each lease agreement. The leased property will be used only for the construction, operation and maintenance of the System. The use will not interfere with the state’s primary transportation needs or with present or future utility or other agency needs for the leased rights-of-way and other real property. Each agency will retain fee-simple ownership of its rights-of-way and real property and will have rights to use the improvements under mutually agreed terms and conditions. Florida EMMI will own the transportation system and all associated equipment constructed or installed in the leased rights-of-way and real property. The Company will be solely responsible for the management, marketing, operation and maintenance of the System throughout the term of the leases. The alignment and engineering drawings, work schedules and permit applications will be submitted to the Department and the agencies for approval prior to construction groundbreaking. Florida EMMI will be pleased to be subject in the leases to all the anticipated lease terms identified in paragraph 1.16 of the RFP. Furthermore, EMMI will do everything required and helpful to achieve negotiated and executed agreements within 90 days after posting of the award. Florida EMMI will have the right to develop the project in phases along the corridor, for the purpose of safety commissioning and other construction and operational needs. The several lease agreements in connection with the Project, including specifically the lease of Department right-of-way, will constitute a complex lease transaction involving extensive capital improvements by Florida EMMI as lessee. Therefore, under Subsection 337.251(4) of Florida Statutes, this Agreement is not the type of lease governed by Section 337.25 of Florida Statutes.

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(c) Project Limits. Subject to approval by the Department and the stakeholder agencies, the following is a summary of the alignment of the Project, which effectively defines and delineates the Project limits:

• The alignment commences at the proposed site of the new Orlando International Airport Intermodal Center.  The alignment originates from the eastern area of the intermodal center, designated for a local transit connector.

• From there it extends north on the east side of the All Aboard Florida alignment

and west of the South Access Road and Airport Boulevard, passes under the south cross-field taxiway, the people mover structures, and the north cross-field taxiway.

• The System then rises above Cargo Road.   From there it curves northwest, first rising above the All Aboard Florida alignment and then above the split Airport Access roadways and heads west eventually crossing above SR 528 just east of the toll facility.    

• From there it curves to the north around the runway-approach zones,

approximately 1,500 feet north of SR 528.  

• Once beyond the approach zones, the alignment passes over the SR 528/ Conway Road interchange and extends parallel along the north side of SR 528, crossing above Boggy Creek Road, Orange Avenue, CFCRR and then swings northward into the property of Florida Mall (adjacent to SR 528).

• The alignment then returns to the north side of SR 528, crossing above a freight rail spur line, Land Street, Orange Blossom Trail, Florida Turnpike, and John Young Parkway.

• The alignment then departs the SR 528 mainline to the east extended north of the Universal Boulevard exit ramp, crosses above Universal Boulevard and then extends due west, ultimately connecting to Destination Parkway and terminating at the Canadian Court Intermodal Center, south of Destination Parkway.

• At this point, the I-Drive Circulator commences and extends along and above Destination Parkway and then curves northwest to extend above International Drive with stations in the vicinity of the Hyatt Regency and the Rosen Center, ultimately terminating on property near The Pointe Orlando.

 The guideway is bi-directional for the entirety of the alignment, and vehicles will operate concurrently eastbound and westbound. The System is sustainable, both operationally and financially, as a stand-alone system or has the capacity to expand to other destinations, such as Medical Cities or downtown Orlando.

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C. Technical Plan 1. Technical Approach & Experience In June 2011, Florida EMMI made its conceptual proposal for this project of national significance to the Department and to Governor Rick Scott. Based on these meetings, the Department engaged technical and environmental consultants in order to further study the technical, environmental, and intergovernmental feasibility of the Project. The Department consultants coordinated outreach efforts to all the affected local governments, including The City of Orlando, Orange County, GOAA, OOCEA, Osceola County, the Reedy Creek Improvement District, The OCCC, MetroPlan, and other stakeholders. This effort resulted in a specific list of requirements that can be added to the leases and that will be fully addressed to the satisfaction the Department and the other agencies during the development and operation of the Project. As part of this study, the Department and its consultants completed field investigation work along the route alignment in order to document all existing environmental issues. The level of investigation and analysis by the Department and its consultants was generally regarded as the level of a Site Environmental Review (SER). No environmental issues were noted during this SER, and there were no locations noted that would require environmental mitigation. In late 2012, MetroPlan conducted an additional round of meetings and reviews at the request of the Department, resulting in a unanimous vote by the MetroPlan board to proceed with the development of a fixed-guideway project along this corridor. Subsequent to this vote, the Department retained additional technology and safety consultants in 2013 to review the Project and the proposed technology. This review yielded a technical report with findings that the Project will comply with the Department requirements and standards for automated people-mover systems. (a) Plan to Obtain Approvals from Federal Regulatory Agencies to Operate a Fixed Guideway Transportation System in the Corridor. The Florida EMMI team met personally with the Federal Transit Administration (“FTA”) in 2011 and fully understands the requirements for the safe development and operation of fixed-guideway passenger-transportation systems. The Project is conceived as the nation's first privately-funded implementation of mass transit using 21st-century mass-transit technology.

Since no funds from the federal government have been requested for the Project, the FTA has indicated that it will not provide any specific oversight or require any specific approvals process for the System to commence operations. Instead, oversight for safety and security is expected to be accomplished at the state level under rules and standards employed by the Department based on FTA and local regulations. The Project will still be fully compliant with any and all applicable FTA standards for fixed-guideway transportation systems outside the state-oversight program, despite using no federal

    19

funds, in order to be eligible for federal funding in the future although none is anticipated or desired.

From an environmental and land-use perspective, the Project will co-locate on existing, publicly-owned rights-of-way considered “disturbed corridors” that have already undergone extensive environmental consideration and remediation. As a result, our team anticipates that a Programmatic Categorical Exclusion from the Federal Highway Association is appropriate based on the analyses previously completed by the Department and the significant benefits that this project will bring to the environment.

The independent team from AECOM retained by the Department to assess preliminarily AMT’s test facility and prototype vehicle for adherence to the state safety and security oversight program based on FTA standards found no major issues in the ability for this Project to comply given the status of the operating technology at the time of visit. As suggested, the Company will, if needed, generate a Private Environmental Impact Review (PEIR) and seek a Categorical Exclusion. Regardless, this process will be finalized in coordination with the Department and the other agencies. Our team is ready to partner with the state safety and security oversight committee to ensure all phases of the development, construction, commissioning, and operation of the Project align with the standards for safety and security that have been successfully implemented on existing projects in Florida. (b). Plan to Identify & Comply with Existing Federal, State & Local Regulatory Agency Requirements. Florida EMMI will conform to the requirements of the Department’s “Safety and Security Oversight Program Standards Manual” and utilize the reporting and documentation protocols addressed in the Department’s “Safety and Security Oversight (SSO) Program – Implementation Guidelines.” Florida EMMI is committed to making the Department and other agencies a partner during the development of the safety program, the design development and construction plans of the system, and throughout the entire implementation and start-up of the Project. Our team has developed a plan to identify and comply with all regulatory requirements applicable to the Project, including the guideway elements, stations, communications and other system technological elements.

Engineering and construction plans for structures built in the public rights of way will be consistent with zoning and land development codes applicable to the Project, Florida EMMI will obtain local approvals and environmental reviews necessary to proceed . Plans will be subject to Department and local governmental review for building permitting and compliance with all general construction and life-safety regulations, including all local codes. Station design and construction (whether on right of way leased under this agreement or on privately owned lands) will be subject to submission of building permit drawings, obtaining building permits, successful completion of all local inspections by the local building officials and utility companies, and ultimate inspection required for obtaining Certificate or Occupancy (CO) for all Project facilities.

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All the pre-development activities completed so far by Florida EMMI in partnership with the Department and its consultants have resulted in a positive and favorable dialogue with all the project stakeholders, including the affected federal, state, and local regulatory agencies. We expect to continue this dialogue relative to reporting and compliance with all applicable regulations and standards. The program standard utilized by the Department is comprehensive, covering all the issues beginning with the establishment of the System Safety Certification Program Plan (SSCPP) through all the design and construction activities including the vehicles, system electrification, Central Control and Public Safety Operations Center, and the communications-based train control (CBTC) system. This Program Plan also addresses operational training and safety issues which must be fully accomplished prior to passenger service, as well as licensing and permitting of the entire Project, and includes by reference the essential AASHTO, ASTM, and other standards that are required for all structures built in existing public rights of way. (c). Plan to Construction, Operation & Maintenance of the Fixed Guideway Transportation System from OIA to OCCC Orlando International Airport to a Terminus at the Orange County Convention Center in the International Drive area of Orange County.

Our team will design and construct the Project to comply with all applicable laws and codes.

The entire route is elevated on dedicated guideways to eliminate any potential collision with cars and persons or the need for at-grade crossings and signals. This grade-separated guideway allows for the integration of a transit system without interrupting existing thoroughfares or endangering surface cars or pedestrians.

All construction within public rights of way will be completed under the supervision of state and local oversight personnel and in complete compliance with safety and security criteria. Traffic will be maintained during construction in accordance with the maintenance-of-traffic standards of the Department and the other agencies. Please see Subsection (m), “Plan for Maintenance of Traffic,” for further information.

The Florida EMMI team is committed to sustainable equipment-utilization strategies during all phases of this initiative. During construction, electrified equipment, including electric self-launching gantry cranes that will be used to erect the precast beams, will be used to the greatest extent possible. All steel works will be constructed from recycled steel components. Fly ash will be integrated into concrete products in an effort to achieve the lowest carbon footprint. All environmental issues associated with this project are in compliance with the appropriate environmental resources and regulatory agency mandates. The Florida EMMI team will require all contractors to implement LEED guidelines during the construction phase in order to execute the civil works in a sustainable manner, especially for the stations and operations facilities. Best management practices (BMPs), such as silt fence, straw bales and ditch checks, will be used to minimize soil erosion, sedimentation, runoff and surface instability during construction.

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Erosion control devices will be placed and maintained in accordance with all applicable governing regulations and permits.

ACS will provide EPC services as well as provide a performance guarantee for the Project. Mears Transportation has been selected to be the System Operator and Maintenance Contractor during the long-term operation of the System once revenue service is achieved. VHB, Inc. will lead the design development, preparation of construction documents, and construction administration (CA) services and will in turn lead a strong Central Florida-based team of consultants, engineers, and inspection staff that will ensure that the functional operation as well as the aesthetic elements of this important investment will exceed the expectations of Florida EMMI's customers, its owners and investors, as well as the public stakeholders and the general public that will live, work, and shop in close proximity to this important new mobility option. VHB will ensure compliance with local permitting, approvals, and codes required for the implementation of the System. The alignment has been expertly designed to avoid any interference with high voltage power lines or existing utility infrastructure.  

With a major regional headquarters in Orlando, Hensel Phelps has successfully completed many complex developments and brings a wealth of financial, technical, and human resources to this Project. The simple elevated guideway design, shown in the figure at right, requires no moving or electronic parts (aside from switching mechanisms), making it a passive, relatively low-cost system with simple installation and inexpensive maintenance. The guideway requires corridors with a minimum width of 30 feet, allowing for construction of the system within existing rights of way. This greatly reduces the environmental impacts resulting in fewer regulatory-compliance issues and reduced mitigation costs, as compared to a ground-level system on a new alignment. The recycled steel track fixed to the guideway provides two vehicle-interaction (levitation) rails, two power pick-up rails and one linear-induction-motor (traction) rail that is curved according to the most appropriate path for passenger comfort. The elevation profile of the guideway will provide a minimum headroom clearance as required by DOT standards throughout all traffic lanes and parking lots at stations. The guideway also features emergency walkways along the entire length of the system, so that in the extreme case where a vehicle becomes disabled, passengers can exit the vehicle and walk to safety. (d). Plan to Identify & Address Existing Infrastructure and Existing/Future Utility Conflicts.  

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Florida EMMI is responsible for all costs associated with the relocation or other timely resolution of conflicts with all existing utility or other improvements along the leased rights of way. As the Project’s EPC contractor, ACS will lead the Team that will develop the alignment of the aerial span guideway. This structure requires a pier with a relatively small foundation and column located approximately 50 - 110' apart, which affords great flexibility in the location of these piers. Once the pier layout is completed, significant utility and geotechnical investigation will be accomplished by the EPC Design Team (VHB and Hensel Phelps) to confirm that all major subsurface and aerial utility conflicts have been avoided.

Florida EMMI has analyzed the record plans of all existing and proposed utilities along the proposed route. Through careful investigation of every pier location, the EPC Team will focus on avoiding utility conflicts rather than relocation, thus minimizing the impact of the implementation of the guideway construction on the right-of-way, adjacent landowners, and affected governmental entities. Our team’s approach to providing subsurface utility engineering will be consistent with the American Society of Civil Engineers’ (ASCE) Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data (CI/ASCE 38-02). Any project having impact underground, requiring excavation of any kind, should require the subsurface utility engineering process to be followed to ensure utility impacts/relocations are avoided and/or kept to a minimum. As described in CI/ASCE 38-02, utility information provided will be classified in relation to levels of quality or risk. A level of quality for utility information, in design terms, provides a grade of reliability necessary to make educated decisions while planning the position of the vertical structures (piers) and/or the relocation of existing utilities or the avoidance of utility relocation. The utility location process will be completed in three phases. From Quality Level D up to Quality Level A, the utility information provided will be tailored to different phases of the project (e.g. alignment analysis, 30%, 60%, 90% design and into construction) and perhaps different portions within the route. We propose to provide Quality Level D utility information as a first step in identifying all recorded utilities within the Project corridor being considered. This would be accomplished by obtaining available utility information from local municipalities, state governments and utility agency/owners. Once a final alignment has been selected and the control and topographical surveys commence, the designers will begin preparing 30% plans and more reliable utility information will be required. In alignment with the CI/ASCE 38-02, we propose to provide Quality Level B services in order to map the approximate horizontal position of underground utilities in plan view. We are proposing using both radar tomography (3D underground imaging) and conventional field designating services using geophysical prospecting equipment. Our plan is to execute the most cost-effective method to efficiently collect the information and provide a quality deliverable. The Quality Level A phase of work is the most physically demanding element of the subsurface utility engineering process, yet it yields the greatest amount of factual evidence of the underground. We are proposing to provide Quality Level A information,

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verifying vertically and horizontally the location of utilities impacting each of the proposed pier locations. As a basis for our calculations, we are estimating 800 pier locations, five feet in diameter. Local utility firms will also be responsible for supplying the 3 Phase AC high voltage service and stepping down the supplied power via a transformer at the service entry points along the proposed route. At the points of service entry, the team will supply all electrification equipment to convert utility service power to 750V DC, the required service for operation of the System. All necessary battery banks that will be used to store energy that is recaptured during vehicle braking, as well as solar energy generation, will be located at these service entry points. The stored energy will be used for system operations, enhancing the sustainability of the project, as well as emergency battery back up to continue operation in the event of electrical service interruption for periods of up to two hours.

(e). Plan to Address Future Build-outs, Identify Infrastructure Improvements, Environmental Permitting Impacts, and Additional Right-of-Way that may be necessary. Florida EMMI will work closely with the Department in order to consider future plans for SR 528 (including cross streets and other current and planned transportation and other facilities) in order to consider and make provisions for planned expansions of SR 528 and the other existing roadway infrastructure along the route alignment. By installing a fully elevated system, Florida EMMI is delivering a mobility solution that rarely disrupts existing infrastructure and provides the maximum flexibility for infrastructure changes in the future. To ensure that the System functions as an integrated network and provides efficient service to the commuter, the following steps will need to be identified in conjunction with the design team and the Department:

1. Suitable linkages so that the System is integrated with existing local-transit alternatives and with road-based modes.

2. Parking and circulation-area requirements for each station. 3. Facilities needed at various stations in conformity with the type of linkages planned.

Traffic and transport integration facilities are provided for these types of linkages: 1. Interchange links to provide integration of the System and the airport station

2. Feeder links to provide integration between the System and road-based transportation modes

3. Walk links to provide access to pedestrians 4. Feeder services will be run from surrounding areas to terminal stations

The team will work with the local authorities to determine any financially feasible branch lines to connect the System to other popular destinations.

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(f). Plan to Provide a Fixed Guideway Transportation System, including the Termini of the Planned Service, Any Intermediate Stops, and the Extent to which the Planned Service Will Enhance Transportation Efficiency. The 13.8-mile route between OIA and the OCCC has been extensively studied for environmental and financial feasibility. The Department has made significant investments in studies of this corridor for rail integration and finalizing an Alternatives Analysis in 2005, specifying this route as a preferred alternative for the OIA Connector Light Rail project. The Project’s west terminus is a small station on OCCC-owned property near The Pointe, and it will have two additional circulator stations near the Rosen Centre and Hyatt Regency for passengers traveling among OCCC buildings before reaching the Orlando Gateway station (known in the I-Drive community as the “Superstop”) near the Hilton Hotel. According to ridership studies, construction of this segment is crucial for connectivity and transportation efficiency for all passengers (residents, employees and visitors to the area) using the System. The initial vehicle will be delivered for commissioning on this initial segment. Construction will then continue on the guideway eastward on SR-528 to the penultimate station on Florida Mall property, and onward to the new transportation development at the south terminal of OIA. Our team believes that this phasing of the System represents the best business case for the successful deployment and operation of the Project. We anticipate that the initial segment between The Pointe Orlando and Orlando Gateway will be commissioned and become operational prior to completing the balance of the Project. The entire System will be commissioned well within the time restrictions listed in the RFP. An intermediate station is planned on the south side of the Florida Mall property, and the east terminus of the system will be located at the new South Terminal at OIA. A temporary station will be provided if requested by the participating agencies near the intersection of SR-528 and Orange Ave., for integration with SunRail. Florida EMMI understands there are plans to extend SunRail to OIA in the future, perhaps by the end of 2017. EMMI agrees that a SunRail connection to OIA will provide the highest level of connectivity and transportation efficiency; however, if the extension of SunRail to OIA is not in the near-term FDOT plan, Florida EMMI has budgeted and will provide a temporary station as stated above. The System will be an integrated transport system that increases access and flexibility for commuters and society in an economical, efficient manner. The entire guideway is elevated to avoid any interaction with grade-level traffic or pedestrian activity, which represents the safest and most efficient option for integration with the OCCC. We anticipate that our System will enhance ridership on SunRail and LYNX upon connection to those systems and will also have convenient parking facilities for the portion of Florida EMMI passengers who will enter and exit the system by public and private modes. We intend to negotiate with SunRail and LYNX regarding reciprocal free transfer.

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(g). Plan to Identify and Address Any Zoning, Planning & Land Development Codes of Any Affected Local Government. The route alignment follows existing rights of way, and no required changes to existing zoning or other codes are anticipated. As explained in Subsection “(b). Plan to Identify & Comply with Existing Federal, State & Local Regulatory Agency Requirements”, the entire alignment including stations will be designed and constructed in compliance with all local land-development codes including zoning laws. The design team led by VHB will prepare and submit construction documents for each phase of the Project to local building authorities and the Department, and these building permit submissions will address impacts, of any, to local development codes. The proposed station at OIA will be designed and built by GOAA in accordance with all codes and plans applicable to development at the airport. The OCCC stations will be designed in consideration with the OCCC District Master Plan and compliant with all land use and zoning requirements, and the Florida Mall station will be designed in conjunction with the property owner to develop the best solution for mall patrons and System passengers. All stations will comply with any and all local codes of any affected local government. (h). Plan for Utility Coordination and Relocation at State Road 528 & Florida’s Turnpike. The Project crosses a major gas transmission line near the intersection of the western right-of-way of Florida's Turnpike and the north side of SR 528. The EPC contractor has field verified the location of the gas line and its easement and will be designing the alignment to eliminate any need to relocate this gas main. The structural elements that support the guideway can be located on either side of the easement so that it spans over the gas line. During construction, this gas line and any other existing underground utility will be located per the Sunshine 811 ‘Call before you dig’ requirements, and relocated as necessary during construction. Highly visible warning signs, flagging, etc., will be used at each location to mitigate the risk of unintended damage during construction. (i). Plan to Address Adverse Impacts on Revenue to the Participating Agencies. In 2011, VHB completed an initial ridership study for Florida EMMI. While this was a preliminary study, it drew conclusions based on many other ridership studies (some rising to the level of investment-grade studies) focused on this route over the last 10-15 years; indeed, this may be the most studied transit route that has ever been considered, including thousands of passenger surveys and other statistical analysis. In addition, VHB solicited and received new and updated input and support of the OCCC staff in order to understand the market opportunity and the issues that result in these choice riders selecting the transit mode for this large and growing cohort of business and leisure travelers.

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The results of this initial study have been provided to the Department and all the project stakeholders and governments, and the results have been quite encouraging. This initial ridership study indicates that 3.1 to 4.1 million riders will use the Project in the first operating year, with ridership growing to more than 6 million riders by 2025. Significantly, this study did not include the expected ridership from the All Aboard Florida system, which projects ridership of 3.7 million passengers in 2018. Going forward, Florida EMMI intends to engage a team of third-party consultants to assist in the further development of ridership and revenue forecasts, including an estimate of the impact on the anticipated ridership on rental car revenues paid to GOAA. This team will include Cambridge Systematics (CS), a recognized, well-qualified and experienced leader in developing "investment grade" ridership studies. Led by Jeffrey Buxbaum and George Mazur, CS will lead a team of experts that will build upon the initial study with an in-depth assessment of current and predicted travel-demand volumes based on airport and regional modeling databases. CS will lead new data collection including a large passenger intercept survey to collect “revealed preference” and “stated preference” information, and an independent assessment of the convention and hospitality industry in and near the corridor. Using this huge reservoir of historical and new data, CS will develop and apply a custom forecast model for the corridor using best practices in discrete-choice analysis. CS will also conduct sensitivity analyses and a robust risk analysis process to assess how transit fares, various headway and services levels, passenger amenities, rental car pricing, convention center growth, and similar factors may impact the decision-making process for choice riders that make up the Florida EMMI customer base. The ridership report will also compare and discuss forecast results to prior forecasts in this corridor and observed ridership results for other fixed guideway projects, particularly for other U.S. cities with a fixed guideway connection between the airport and convention center (Atlanta, Boston, Chicago, San Francisco, Seattle, and Washington, DC). This discussion will include "ramp up" effects, if any. Consistent with best practices in investment-grade ridership forecast, Florida EMMI will engage the services of Dr. Hank Fishkind of the University of Central Florida (UCF) through his consulting company in order to conduct an independent review of the CS report, including a general review of assumptions and procedures. Dr. Fishkind will also make an independent assessment of the impact of local economic activity and general economic outlook that have been integrated in the report and are used to estimate the overall increase in travel demand. This ridership report will be completed within 6-9 months of the execution of the right-of way-agreements, and it will provide an independent third-party assessment of the impact of the Project on rental car volumes.

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(j). Plan to Obtain Access Rights to Construct, Operate and Maintain the System Use of the rights-of-way covered under thes proposed lease agreements will include reasonable access for workers and equipment to operate the System under normal as well as aberrant or emergency conditions. In addition, reasonable access will be needed to provide scheduled and unscheduled maintenance work for the aerial-span guideway from the existing publicly-owned rights-of-way. In addition to this access, Florida EMMI will also obtain a long-term lease with a length equal or greater to the term of the Department right-of-way lease for construction and long-term access rights for the guideway and station works at the Florida Mall. These rights will allow the Company to build a new transit station at the Florida Mall site (including access for the guideway and other improvements). (k). Experience & Expertise in Constructing, Operating & Maintaining a Fixed Guideway Transportation System. Florida EMMI’s development partner Grupo ACS is one of the world's largest construction companies, and ACS has extensive experience globally in the development and long-term operation and maintenance of complex projects, including rail systems. A partial list of successfully completed fixed-guideway and other transit projects executed by ACS, VHB, and Hensel Phelps is included below.

ACS: o Figuera-Perpignan TP Ferro, Spain/France. $1.54 billion, completed December

2010. o Poceirao-Caia Portuguese High Speed Rail, Portugal. $2.34 billion, completed

December 2013. o Metro de Barcelona, Line 9, Stretch II, Barcelona, Spain. $1.1 billion,

construction to be completed in 2014. o Metro de Barcelona, Line 9, Stretch IV, Barcelona, Spain. $811 million,

construction to be completed in 2014. VHB:

o SunRail Commuter Rail Transit Project, Central FL. o South Coast Commuter Rail Extension, New Bedford to Fall River, MA. o West Haven Commuter Rail Design & Construction, West Haven, CT. o Green Line Light Rail Service Northwest Extension, Cambridge, Somerville &

Medford, MA. Hensel Phelps:

o Phoenix Sky Train Stage 1 Fixed Facilities, Phoenix, AZ. $343 million; completed August 2012.

o WMATA Greenbelt/Shady Grove Rail Yard Improvements, Rockville, MD. $103 million, completed November 2007.

o DFW Airport Automated People Mover Guideway and Stations, Dallas, TX. $385.7 million; completed December 2003.

o DART G-3 Light Rail Project, Garland, TX. $43 million; completed August 2001.

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The proposed technology can be seen on YouTube here: https://www.youtube.com/channel/UCXRrln5IblH6XrWQsslO8bw. It has undergone a rigorous test plan and independent evaluation by researchers from Massachusetts Institute of Technology (MIT), Madrid Technical Institute, Georgia Tech, and numerous other research groups. Grupo ACS is highly skilled in commercializing new technology and is currently implementing an $800 million solar thermal-energy project in Nevada that is the first commercial installation of its kind. Our team is highly confident in the experience and expertise that our members together bring to this 21st century transportation system. (l). Experience and Ability to Perform and Meet Financial Obligations (the Ability to Secure Financing, Complete Projects with Such Financing & Timely Meet All Financial Obligations Including Debt Service Requirements) Throughout the Term of the Project. ACS has already been entrusted by FDOT with the largest project developed so far by the Department, the HOT lanes project in Broward County. In that project and thousands of other projects on a global basis, ACS has demonstrated the technical, financial, and managerial resources that will ensure the success of the Project for Florida EMMI, the Department and the other agencies, and the many stakeholders and customers of the Project. Please see Section 1 of the Lease Plan for further information about the capabilities of ACS. A core group of Florida EMMI founding investors funded the project pre-development work through the completion of this FDOT RFP Phase. The Florida EMMI financial model is based on raising 30 to 50% of the total development cost from strategic partners (such as the station landowners, convention center hoteliers, other nearby landowners, and construction partners) and financial investors (such as pension funds, international family offices, and private equity funds organized for infrastructure and "green" projects development). The annual rent payments for the lease are junior and subordinate to prior payment by the Company of (i) expenses of operation and maintenance of the system and (ii) periodic payments of principal and interest on debt incurred by Florida EMMI from time to time for the capital costs of the system. This strategy will ensure that all financial obligations will be met throughout the term of the Project. (m). Plan for Maintenance of Traffic and Coordination with the Department, OOCEA, Orange County, City of Orlando & GOAA. A monthly Steering Committee meeting will be organized by Florida EMMI with the EPC Team and the public stakeholders (FDOT, GOAA, Orange County, City of Orlando, and OOCEA) to maintain and enhance continuous coordination and cooperation between the construction team and the public stakeholders.

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For maintenance of traffic, the EPC Team will prepare detailed sequencing and phasing drawings of the work occurring within rights of way and temporary impacts to traffic conditions during the construction, including lane closures and detours. These MOT drawings will be submitted for approval by the Department and the affected stakeholders. Maintenance of traffic and detour plans will be prepared that will be subject to review and approval by each agency prior to the temporary crossing closure. Crossing work will be sequenced so that actual road-closure times are minimized, and peak-traffic hours are protected. All work will be designed with safety as the first priority. (n). Plan to Further Economic Development in Florida. Upon deployment of the System, Florida EMMI will provide economic benefits to both the region and to the passenger. The System’s many benefits of increasing mobility for local residents and visitors, easing congestion, and connecting the various transportation modes together will serve as an economic catalyst in the region; promoting growth not only along the Project corridor, but also in areas accessible via alternate transit modes. OCCC is currently the second busiest convention center in the United States. This system will increase the attractiveness of the Orange County Convention Center, as competition continues to rise among the country’s top convention centers. Convention centers in Las Vegas and Chicago, for example, currently have deployed transit links to improve mobility among conventioneers. The OCCC and surrounding hotels will enjoy a higher level of mobility and lessened congestion on surface streets as a result of the System, thus simplifying and improving the convention experience. Florida Mall is a highly desirous location for residents and visitors, with more than 15 million visitors in 2008. A station at this activity center will both increase and mitigate traffic at Florida’s largest shopping center and allow it to continue steady growth. A direct link with the OCCC area and OIA, along with future potential connections to SunRail will enable more accessibility and utilization of Florida Mall. Deployment of the nation’s first entirely electric, green transportation system will also aid in the reduction of the nation’s reliance on foreign manufacturing and, most importantly, oil. The accelerated commercial deployment of the technology in one of the nation’s highest traffic corridors will create a relatively high profile for the System, attracting additional private investment. The enactment of the System’s unique P3 structure will also be groundbreaking in terms of project development and will allow for expedited project finance for deployment of projects in other high-speed rail corridors. Choosing American technology for this project over foreign alternatives will aid in the revitalization of the US manufacturing industry and enhance American competitiveness by establishing a new export industry for green transportation technology. (o). Plan to Protect the Environment. The deployment of a safe, relatively quiet, unobtrusive transit system in one of the

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highest passenger traffic corridors of the region will provide vast environmental and public health benefits associated with replacing automobile miles with green, sustainable mass transit. In the age of rising oil prices, increasing congestion and depleting transit funds, there is a challenge to create solutions that are complementary to environmental initiatives and enable self-sufficient operations. The proposed system herein provides a solution that addresses the environmental concerns of the citizens of Central Florida. Florida EMMI is an environmental mitigation initiative. It will be the nation’s only commercial transit system that is completely carbon neutral. For the team supporting Florida EMMI, sustainability is not just a goal; it is a commitment throughout the design, construction and operation of the system. The system has been designed to minimize impact on existing adjacent communities, and in fact, encourages the substantial revitalization of the community through increased mobility and facilitated development in the area. Elevated, dedicated guideways are used to eliminate potential collision with cars and persons or the need for grade crossings and traffic signals. The grade-separated guideway allows for the integration of a transit system without interrupting existing thoroughfares or endangering surface cars or pedestrians. This enables higher speeds in populated, developed areas as compared to an at-grade system. The technology uses 60% less energy than conventional steel-wheeled transit systems, further reducing impacts on the environment. The team will seek to ensure that in addition to passengers, pedestrians and system personnel, the surrounding environment is protected from adverse impact and remains safe at all times. Florida EMMI is committed to both sustainable equipment utilization strategies during all phases of this initiative, and sustainable operations practices throughout the life of the system. Florida EMMI will also employ local design and construction firms (See Section 1: Administration and Management and Identification of Key Personnel) who are active in the local market to ensure compliance with local permitting, approvals, and codes required for the implementation of the system. The alignment has been expertly designed to avoid any interference with high voltage power lines or existing utility infrastructure. The deployment of a safe, quiet, nonpolluting transit system in the corridor will provide vast environmental and public health benefits associated with replacing automobile and bus miles with green, sustainable mass transit. Upon commercial deployment in 2017, Florida EMMI expects to carry between 3.1 and 4.1 million passengers, equating to upwards of 37.2 million yearly passenger miles and approximately 18.6 million vehicle miles that will be saved with the introduction of Florida EMMI. Subsequently, Florida will see a significant reduction of particulate matter and carbon emissions. In the first year alone, over 880,000 gallons of fuel will be saved, resulting in a reduction of 6,680 metric tons of carbon emissions from air. Over a thirty-year period, 260,400 metric tons of carbon emissions can be eliminated, significantly improving Florida’s air quality. The introduction of noise and vibration into the environment is an inherent concern in any transportation project, but this approach employs specific maglev and aerodynamic technologies that will result in noise levels far below those of conventional rail systems.

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Florida EMMI recognizes the importance of transit emitting a minimal noise footprint on the environment and citizens interacting with the system. It is important to note that noise levels are not solely defined by their maximum sound emission, but are also based on noise frequency over specific periods of time. In addition, the Company will work with a local utility provider to consume only renewable energy sources for system operation to ensure that no pollutants are emitted. Designs are complete for solar panel integration along the full length of the track, which can provide up to 200 KW of electricity per mile on a sunny day (2,780 KW for this 13.9-mile system). Excess energy generation will be stored in batteries trackside and used for future departures along with kinetic energy recovered by LIM motor regeneration. By using only green power from renewable resources for operation, the team strives to maintain a zero-emission passenger transit system. (p). Plan to Create Temporary and Permanent Jobs. More than 13,000 miles of proposed transit projects in the United States alone wait for construction, and worldwide this demand is much larger. The United States does not currently foster a transportation-manufacturing industry and must buy rail technology from international firms (particularly French, German and Japanese manufacturers). Florida EMMI’s technology and infrastructure is uniquely American and directly compliant with the “Buy America” regulations. All of the components for the System will be constructed in 26 different US States - creating and retaining jobs all over the nation - and shipped to a manufacturing facility in Florida, where a highly trained and qualified team of manufacturers will assemble the vehicles. It is estimated for this Project, 85 high-paying high-tech jobs will be required to assemble the vehicles within 12 months, with salaries averaging over $50,000 annually. Each dollar of high-tech payroll generates $5 of local economic activity, creating an initial $22 million boost in the Central Florida economy. In addition, the groundwork will also be developed for a manufacturing facility, creating an opportunity for vehicle export manufacturing in Florida. Immediate payrolls for construction jobs will result in additional stimulus to the state, with upwards of 840 jobs at peak construction periods providing an additional $90 million in economic activity in 2017. The Company plans to create more than 100 permanent jobs over the course of the project with its operations and maintenance staff for the project. Indirect jobs will be created with real estate and other transit-oriented development opportunities in and around the stations, and in the probable creation of spin-off industries as the Company continues to build, advance and diversify its intellectual property portfolio in Florida. According to Forbes magazine, Orlando is the fourth “Best City in the Country for Creating Jobs.” Orlando is abounding with a highly skilled workforce, university research and development, partnership opportunities, and organizations and facilities dedicated to helping high tech companies flourish. Florida EMMI will tap into these resources, complementing Orlando’s $13.4 billion technology industry and becoming a major employer in the region.

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(q). Plan to Improve Transportation Efficiency. Florida EMMI will serve as a logical solution to the “missing link” with existing transit systems. With the public sector’s engagement in the SunRail project and LYNX bus service, local Orlando residents will soon have a more extensive alternative means of transportation to and from downtown Orlando and Orange County suburbs. Florida EMMI intends to serve as a near-seamless connection to these modes at the airport and potentially at SunRail. The frequent service will ensure that no passenger is slowed by the disconnect in service areas and will dramatically increase ridership for both SunRail and LYNX. Florida EMMI will also provide service for local workers to commute on SunRail and connect to jobs on International Drive and the airport areas, which will improve traffic and productivity in the city. This initial segment leverages significant existing public investments in transit, rights-of-way, and parking facilities to create opportunities for private investment. Successful completion of the project will define a new market opportunity that will encourage expansion of the project as well as further deployment of the 21st-century technology. The Project, as an alternate means of travel, will reduce both fatal and nonfatal traffic accidents on Florida’s roadways. Both tourists and residents will appreciate the reduced risk of injury or fatality associated with driving a car, as well as the associated costs for insurance claims, lost wages, legal, medical and funeral costs. Fewer cars on the road will reduce risk of traffic accidents as well, thus raising the level of acceptance of the System by all residents in the region. The Project will be a fully functioning transit system with the financial capability to fund its own operating and capital costs, which is rare if not unheard of in the United States. It will also be the first revenue producing transportation project in the United States that employs next-generation maglev technology. Implementing the Project will allow the government to postpone or redirect billions of dollars for new road infrastructure that will no longer be needed to handle the projected growth of the region. The system will stimulate and accommodate economic growth in the region, allowing for direct linkage between several modes of transportation without the need for a large and growing number of cars or their environmental contaminants. (r). Plan to Otherwise Benefit Florida and its Citizens. The most significant return on investment in the system will lie in the many benefits that will trickle down to the consumer and general public, including increased mobility at a lower overall transportation cost and value gained from productive use of time not available during automobile ridership. According to the Texas Transportation Institution, Orlando currently ranks 8th out of the 10 worst cities for time lost per driver annually in rush-hour traffic. The average Orlando commuter spends an extra 54 hours of travel time and an extra 35 gallons of fuel per year, amounting to $870 annually. When considering truck costs, congestion cost per traveler rises to $983. Traveling on the system will save valuable time and money for the commuter not only in reducing congestion by removing cars and buses from the roadways but also in providing a cost-competitive alternative to driving. By alleviating its congestion, Orlando becomes a more attractive city to current/potential residents and visitors.

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2. Schedule

The master project schedule has been developed to identify the specific processes and steps necessary for the implementation of each critical task of the Project. Florida EMMI anticipates being prepared to break ground on the System within 90 days of closing its initial financing, which the team believes can be achieved within 90 days of reaching final agreements for the lease of the rights-of-way and other real property. With cooperation from the public sector, Florida EMMI expects all necessary permits, approvals and clearances to be completed and officiated with care and haste.

The overall critical path for execution is identified on the following page. This schedule will be regularly monitored for progress against targets and milestones; and as necessary, potential conflicts will be identified and solutions proposed. Communication to any affected party will be undertaken and the impacts of revisions are considered in monetary terms as well as other dimensions for resolution with appropriate management.

Using a rapid deployment method featuring self-launching gantry cranes and precast concrete materials, our team anticipates a short 18-month project-development phase. This deployment method will require only a minimum footprint. Integration testing, start-up and commissioning of the first vehicle is scheduled to commence in March 2016, with full revenue service operation to take place by the end of December 2016.

The Florida EMMI team acknowledges the aggressiveness of the schedule, which assumes no undue delays in permitting and environmental clearance. The Company has included reasonable time and cost contingencies in its budget in order to complete the project under budget and within the timeframe required by the RFP. As a privately financed endeavor, it is the opinion of the Company based on discussions with the FTA that NEPA may not apply to this project. Due to the relatively minimal impact of system construction and the zero-emission nature of the system’s operation, Florida EMMI has had discussions with the Federal Highway Administration regarding a Programmatic Categorical Exclusion (PCE) for the Project, which is a relatively short, administrative process and would expedite the construction schedule. The Company is also prepared to update the Site Environmental Review (SER) previously completed by the Department, if it is deemed necessary. All of these pre-construction activities will be coordinated closely with the Department and the relevant Participating Agencies in order to ensure full compliance with local, state and federal regulations, standards and requirements.

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    35

3. Coordination Plan

The Project has been one of the more studied and discussed transportation projects in central Florida. Along the way, the Project has received unanimous support from local, regional, state, and Congressional leaders. Florida EMMI is committed to implement and maintain communications strategies that will continue to engage public stakeholders for future improvements in the public rights of way. Consistent communication with local businesses, residents, elected officials and public agencies along the corridor will also be highly valuable and closely managed.

Bi-weekly project meetings will be held with representatives of Florida EMMI, ACS, VHB, HP, and the various subcontractors and key suppliers in order to update design and construction progress. Representatives of Orange County, GOAA, City of Orlando, and OOCEA will be invited to these bi-weekly progress meetings, and meeting minutes will be distributed to all project stakeholders by email. These meetings will be focused on weekly progress projections, discussion of short-term issues affecting project progress, and a discussion of items for management attention. Monthly "Steering Committee" meetings will be conducted and chaired by Florida EMMI top management and senior staff from the public stakeholders that will provide an overall review of project progress, including progress reporting against all development, marketing, and financial milestones for the Project. A discussion of project issues requiring higher-level attention will also be conducted. The Steering Committee minutes and agenda will be distributed to all public stakeholders. Quarterly "Review Committee" meetings will be conducted with Florida EMMI top management and the elected officials or senior staff designated by the elected officials of the public stakeholders. It is proposed that these quarterly meetings be held in the offices of MetroPlan. The Review Committee will consider architectural and aesthetic matters of stations and other improvements in public rights of way, and it will receive detailed update reports from Florida EMMI senior staff regarding progress against cost and schedule milestones as well as a discussion of project issues and proposed mitigation plans. The Review Committee will also receive briefings on the development of the marketing and public communications outreach efforts to customers and the general public. The Review Committee meetings are expected to be public meetings that may be duly noticed under Florida’s “Government Sunshine” law. In addition to ongoing dialogue and open communication, Florida EMMI anticipates that technical reviews with FDOT consultants will be scheduled on a periodic basis as the vehicles and the train control system are implemented and tested. This level of review as requested by FDOT and their consultants will deal

    36

with proprietary technical information, and meeting attendance will be organized accordingly. For system safety, Florida EMMI safety consultants (Transit Safety Consultant Services International, Inc.) will lead the development work for the System Safety Certification Plan and the System Safety Program Plan consistent with the FDOT “Safety and Security Oversight Program Implementation Guidelines” and “Fixed Guideway Transportation System Standards Manual, 72S-030-014”. Florida EMMI also has adopted the “Automated People Mover Standards”, Parts 1 through 4, an ANSI Standard for the safe design, development and operation of people mover systems. Monthly Safety Review meetings will be held with EMMI safety staff, safety consultants, and the staff and consultants of FDOT and the State Transit Manager. Monthly minutes and reports will be prepared and provided to all public stakeholders and to the members of the Steering and Review Committees. Once the project is operational, continued coordination with local communities and their residents and businesses will be maintained, with open access for public input into Florida EMMI operations and processes. As a private business, our success depends on the public embrace of the system and our team will employ a breadth of coordination and communication tools to keep patrons engaged. Through smart social media, collaborating with local events, working with meeting planners at OCCC and coordination with other transportation modes, Florida EMMI seeks to seamlessly integrate with the lives of residents and visitors in Central Florida to become a vital piece of the Central Florida lifestyle.