For a more complete description of the sources of funds for the 2013-2018 Capital Program, see INFORMATION -- Plan of Financing." South Terminal Redevelopment Program General. The single largest component of the 2013-2018 Capital Program is an addition to the landside terminal, known as the South Terminal Redevelopment Program, consisting of a variety of projects described below, which are under construction. The Regional Transportation District is in the process of expanding commuter and light rail service throughout the greater Denver metropolitan area, pursuant to a program known as "FasTracks." RTD has an agreement with Denver Transit Partners under which DTP will design, construct, finance, operate and maintain a project it refers to as "Eagle which includes the "East Rail" line, a 22.8 mile commuter rail line connecting Denver Union Station, located in downtown Denver, with the Airport. The East Rail service currently is planned by RTD to commence in January 2016. Neither the City nor the Department will receive any revenue from the use of the commuter rail service. In March 2010, the City, for and on behalf of the Department, and RTD entered into the Intergovemmental Agreement for the FasTracks East Corridor Project (the "FasTracks East Corridor pursuant to which RTD agreed to lease property at the Airport and construct the rail lines and supporting infrastructure for the East Corridor project, and the Department, among other things, is required to finance and build a train station and a "terminal--to-station" interface at the Airport (the Rail Station"). The Department is obligated under the FasTracks East Corridor IGA to have the DIA Rail Station substantially completed by January 1, 2014, allowing RTD complete and uninterrupted access in order that RTD may complete the installation and begin operational testing of the commuter rail line. The Department will be responsible for operating and maintaining only certain portions of the DIA Rail Station. The term of the FasTracks East Corridor IGA extends through 2056, unless earlier terminated in writing by mutual consent of the parties, or by court order. The asTracks East Corridor IGA provides that the Department will grant a lease of certain property at the Airport to RTD with an initial term of 50 years, and up to three renewal periods of 15 years each, with each renewal being subject to FAA approval. There is currently a dispute between the City and RTD regarding the division of performance and payment responsibility under the FasTracks East Corridor IGA with respect to the construction of the improvements in the area immediately south of the DIA Rail Station. By mutual agreement, the parties have sought to resolve the dispute through hearings before a neutral finder of fact with the Judicial Arbiter Group. The 2013-2018 Capital Program and Plan of Finance currently assume that the City is responsible for the full amount of the disputed costs; thus, whatever amounts RTD is required to pay to the City upon final resolution of the dispute will be a credit to the City and accounted for as additional funding for such improvements. The design of the South Terminal Redevelopment Program is currently approximately 92% complete, and its construction is underway. It currently includes the following three principal integrated project elements: 0 Construction of the DIA Rail Station with public circulation space and two RTD tracks. The Department is constructing the DIA Rail Station to provide additional capacity for future transportation modes. 32 Construction of the DIA Rail Station roof, which will also form a plaza (the "Plaza") to provide public access among the landside terminal, the DIA Rail Station and the planned Airport Hotel discussed below. The Plaza area may also include future concessions for Airport passengers. Construction of the Airport Hotel, a proposed 519-room, full-service hotel above the DIA Rail Station and plaza, which is planned to be accessible from the landside terminal, the plaza and the DIA Rail Station. The Airport Hotel is to feature an all-purpose restaurant and bar, a coffee express outlet, approximately 29,000 square feet of meeting space, a health club, a swimming pool, a fitness center, a business center and a gift shop. Starwood Hotels and Resorts is to operate the Airport Hotel under the "Westin" brand. The various agreements relating to the Airport Hotel, between the City, for and on behalf of the Department, and Westin, were executed in April of 201 1. For a further description of the agreements with Westin, see Airport Hotel" below and PERFORMANCE NONAIRLINE REVENUES -- Outside Nonairline Revenues Other Terminal Revenues -- Airport Hotel" in A -- REPORT OF THE AIRPORT Completion and commencement of operations of the Airport Hotel are currently projected to occur in August 2015. The Department has established a revised budget for the above-described integrated project elements of the South Terminal Redevelopment Program of approximately $544 million (in 2013 dollars), which is a $44 million increase over the October 2012 budget for such integrated project elements. Material changes to the size and scope of the Airport Hotel are not currently anticipated given that it is expected to be financially self--sustaining when it opens, based in part on projections set forth in the Airport Hotel Analysis prepared by PKF Consulting for the Airport. See INFORMATION -- Plan of Financing." In addition to the integrated project elements of the South Terminal Redevelopment Program described above, there are certain other projects in the 2013-2018 Capital Program that are currently under construction, or will be under construction in the near future, in conjunction with the South Terminal Redevelopment Program that include: Expansion of the AGTS to provide additional service capacity to Concourses A, and C. Realignment of certain existing on-Airport roadways that serve the landside terminal building to accommodate the rail lines and relocation of certain utilities. Construction of space and infrastructure for the fiiture build--out of additional passenger security screening facilities. Relocation of certain utilities, and improvements to storm water drainage and other related systems. Right of way for future baggage systems. Replacement of access bridges to certain existing and future public parking garages. Expansion of the train platform by approximately 400 feet and other improvements. The current estimated budget established by the Department for these additional projects is $128 million (in 2013 dollars). The total cost of the three principal elements of the South Terminal 33 Redevelopment Program described above, and these additional related projects is estimated to be approximately $672 million. On March 28, 2013, the City voluntarily posted on EMMA a notice which provided an update on the South Terminal Redevelopment Program and described the changes thereto as of such date. While the Department expects that all elements of the South Terminal Redevelopment Program will be completed within the currently established budget, such work is subject to certain risks and uncertainties. Accordingly, no assurances can be given regarding the final actual costs of the project elements described above. Airport Hotel. In June 2012, the Airport retained PKF Consulting, a national hotel consulting firm located in San Francisco, California, to perform a study of the potential market demand, and an estimate of the ten-year annual operating results, for the Airport Hotel. In accordance with such engagement, PKF Consulting prepared the Airport Hotel Analysis which can be viewed in its entirety at PKF Consulting estimates in the Airport Hotel Analysis that the Airport Hotel would achieve a stabilized occupancy of 74% in the third full- year of operation with an ADR of $180 (in 2012 dollars), and (ii) based on the projected occupancy and ADR, the net operating income prior to the payment of Debt Service for the Airport Hotel (A) in the stub year period from August 1, 2015 through December 31, 2015, would be approximately $5.8 million, and (B) for the fiill calendar year of 2016 would be approximately $17.3 million. Such projected net operating income in 2016 would represent approximately 4.0% of the Airport's projected Net Revenues in that year. All summaries herein of the Airport Hotel Analysis are qualified in their entirety by the provisions set forth in the Airport Hotel Analysis available at the website identified above, and investors should read the Airport Hotel Analysis in its entirety for an understanding of the assumptions and rationale underlying the estimates and forecasts set forth therein. The financial forecast contained in the Airport Hotel Analysis is based solely upon information provided by the Airport regarding the planned construction of the Airport Hotel and upon assumptions made by PKF Consulting, and not assumptions made by the Airport or the Airport Consultant. lnevitably, some assumptions used to develop the forecast may not be realized and unanticipated events and circumstances will occur. There will usually be differences between forecast and actual results, since events and circumstances frequently do not occur as expected, and those differences may be material. In particular, any substantial decrease in occupancy or ADR from that projected will reduce net revenues of the Airport Hotel. No assurance can be given that the Airport Hotel will maintain projected occupancy at projected room rates as assumed in the PKF Consulting Airport Hotel Analysis. See AND OTHER INVESTMENT CONSIDERATIONS -- Airport Hotel Risks." It is being constructed pursuant to a construction management and general contractor contract between the Airport and Mortenson/Hunt/Saunders, a joint venture formed under Colorado law (consisting of M.A. Mortenson Company, Hunt Construction Group, Inc., and Saunders Construction, Inc.). This contract includes construction of the buildings' foundations, the Airport Hotel, DIA Rail Station, the Airport's terminal interface, and Plaza as part of an integrated project scope, with site work and enabling work already underway under a separate contract with Kiewit Building Group, Inc. The hotel configuration is for a building block positioned in the east--west direction mid-point over the Plaza and spanning the Plaza, train hall and lower roadways. The Airport Hotel includes public areas, administration areas, back of house areas and mechanical/electrical rooms. The Airport has entered into a guaranteed maximum price for the project based on a design level of approximately 80%. The Airport and Westin have entered into a Hotel Management Agreement dated April 11, 2011 (the for the operation of the Airport Hotel. The HMA constitutes a "Qualified Management 34