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responsibility for paying any portion of such costs for the year in question. For example, if Indian River were to receive a total of $200,000 in invoices from FECR in a particular calendar year, Indian River would be obligated to pay those invoices in full; but if Indian River were to receive a total of $300,000 in invoices from FECR in a particular calendar year, Indian River would only be obligated to pay $235,500, and upon such payment, Brightline would be obligated to pay the balance due — $64,500. The amendments shall also provide that, for each of the first three years after the 14 -year period concludes, Indian River and Brightline shall share responsibility for paying Indian River's road surface, signal, and other crossing maintenance and rehabilitation costs, as follows: Indian River shall pay up to the average total amount invoiced by FECR for such costs each year during years 8 through 14 of the 14 -year period, and Brightline shall pay the balance of such costs; provided, however, that if Indian River does not pay its share of such costs as contemplated herein, Brightline shall have no responsibility for paying any portion of such costs for the year in question. Indian River°s agreement to pay these averaged annual invoiced costs shall not be deemed an admission that Indian River agrees that previous FECR invoices were accurate or due and payable. If Indian River reasonably disputes an FECR invoice, Brightline agrees Indian River is not in breach of this Agreement. The amendments shall further provide that Indian River shall remain solely responsible for paying FECR the applicable license fee for each crossing per year, and that: (i) Indian River shall not indemnify, defend, or hold harmless Brightline for any reason whatsoever in connection with the Existing Indian River Crossing Agreements, as amended, except as otherwise provided in this Agreement; (ii) Indian River shall not add Brightline onto its insurance for any reason whatsoever in connection with the Existing Indian River Crossing Agreements, as amended; and (iii) Indian River shall not consent to waive its sovereign immunity for any action that involves Brightline. Indian River acknowledges that sovereign immunity does not apply for alleged or actual breaches of express, written agreements and amendments thereto entered into by Indian River that are duly authorized by its Board of County Commissioners, including this Agreement and the Crossing Agreements. (i) The municipalities within Indian River that currently have independent roadway crossing agreements with FECR shall be afforded the opportunity to execute amendments to those agreements in the form attached as Exhibit G. The amendments shall not alter the municipality's rights or obligations as to FECR, except that during the 14 -year period, the municipality and Brightline shall share responsibility for paying the municipality's road surface, signal, and other crossing maintenance and rehabilitation costs, as follows: the municipality shall pay up to its Average Historical Cost, as defined below, each year, and Brightline shall pay the balance of such costs; provided, however, that if the municipality does not pay its share of such costs as contemplated herein, Brightline shall have no responsibility for paying any portion of such costs for the year in question. The municipality's Average Historical Cost shall be calculated by (a) determining the average of the total amount invoiced by FECR each year between 2011 and 2017 for crossing maintenance and rehabilitation costs other than signal inspection fees, and (b) -7-