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with FDOT's then- current standard chart for signal inspection costs, as such chart is updated and amended. This provision shall survive expiration or termination of the License Agreements, as amended. Section 6. MAINTENANCE COST SHARING This Amendment shall not alter CITY's rights or obligations as to FECR, except that for a period of 14 years from the date BRIGHTLINE begins passenger revenue operations from West Palm Beach to Orlando, the CITY and Brightline shall share responsibility for paying the CITY's road surface, signal, and other crossing maintenance and rehabilitation costs, as follows: the CITY 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 CITY 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 CITY'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) adding to that average the amount invoiced by FECR for signal inspection fees during the year 2017. CITY shall remain solely responsible for paying FECR the applicable license fee for each crossing per year. Section 7. THIRD PARTY BENEFICIARY The Parties agree that BRIGHTLINE shall be a third party beneficiary with respect to the License Agreements identified in Exhibit A attached hereto, with the right to enforce the terms and conditions thereof. BRIGHTLINE shall have no greater rights with respect to CITY than FECR has under the License Agreements. Each of the aforesaid License Agreements is hereby deemed amended to reflect the provisions of this Section 7. This provision shall survive any expiration or termination of the License Agreements, as amended. No provision of this Amendment is intended to, or shall be construed to, create any additional third party beneficiary or to provide any rights to any person or entity not a party to this Amendment, including but not limited to any citizen or employees of the CITY and/or BRIGHTLINE. Section 8. CONFLICTS WITH SETTLEMENT AGREEMENT For avoidance of doubt, as between BRIGHTLINE and CITY, in the event of a conflict between the terms of this Amendment and the Settlement Agreement, the terms of the Settlement Agreement shall govern. Section 9. EFFECTIVE DATE AND TERM 9.1 Effective Date. This Amendment will become effective upon approval by the governing body of the CITY and execution by all parties. 9.2 Term. The term of this Amendment will be concurrent with the term of each License Agreement to which it is applicable. Section 10. VENUE AND CHOICE OF LAW The License Agreements, as amended herein, will be governed by the laws of the State -5-