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(d) Of the Martin Crossings to be Modified, 19 involve roadways within
<br />Martin's permitting jurisdiction. Those 19 crossings are listed in Exhibit A. For those 19 Martin
<br />Crossings, Martin has requested that Brightline install pavement markings and signage outside the
<br />FECR ROW at Brightline's expense and Brightline agrees to do so. Martin agrees to maintain
<br />the pavement markings and signage at its own expense.
<br />(e) The parties acknowledge and agree that the additional improvements being
<br />made pursuant to this paragraph 2 are being made as an accommodation in furtherance of
<br />settlement and shall not be deemed an admission that the improvements are necessary or advisable
<br />at any particular location. Nor shall they be deemed precedent that similar improvements are
<br />necessary or advisable at any other location.
<br />(1) Prior to any installation of pavement markings and signage within Martin's
<br />right-of-way, Brightline shall apply for and obtain a Martin County Right Of Way Use
<br />Permit. Martin agrees that Brightline may use a single Right Of Way Use Permit Application for
<br />all pavement markings and signage, a copy of which is attached hereto as Exhibit E-1. Such single
<br />Application shall include the required information for each of the 19 roadway crossings within
<br />Martin's permitting jurisdiction. Martin further agrees that, upon submission of the completed
<br />Right of Way Use Permit Application, the Right of Way Use Permit will be issued. If Martin fails
<br />to issue the Right of Way Use Permit as required herein, Brightline shall have no obligation under
<br />this Settlement Agreement to install any improvement, pavement marking, or signage outside the
<br />FECR ROW. Martin agrees to waive the security requirement for such permit. Such waiver is
<br />predicated on Brightline's agreement to return Martin's right-of-way in at least the same condition
<br />as before the commencement of such installation, and Brightline's failure to do so shall constitute
<br />a breach of this Agreement.
<br />(g) Martin agrees to approve Brightline's maintenance of traffic plans for the
<br />foregoing crossing work, provided such plans are in compliance with federal, state, and local
<br />maintenance of traffic requirements.
<br />(h) Martin shall execute amendments to the Existing Martin Crossing
<br />Agreements, in the form attached as Exhibit F. The amendments shall not alter Martin's rights or
<br />obligations as to FECR, except that for a period of 14 years from the date Brightline begins
<br />passenger revenue operations from West Palm Beach to Orlando (the "14 -year period" or the "14
<br />years"), Martin and Brightline shall share responsibility for paying Martin's road surface, signal,
<br />and other crossing maintenance and rehabilitation costs, as follows: Martin shall pay up to
<br />$251,000 of the total amount invoiced by FECR for road surface, signal, and other crossing
<br />maintenance and rehabilitation costs each calendar year, and Brightline shall pay the balance of
<br />such costs; provided, however, that if Martin does not pay its share of such road surface, signal,
<br />and other crossing maintenance and rehabilitation costs as contemplated herein, Brightline shall
<br />have no responsibility for paying any portion of such costs for the year in question. For example,
<br />if Martin were to receive a total of $200,000 in invoices from FECR in a particular calendar year,
<br />Martin would be obligated to pay those invoices in full; but if Martin were to receive a total of
<br />$300,000 in invoices from FECR in a particular calendar year, Martin would only be obligated to
<br />pay $251,000, and upon such payment, Brightline would be obligated to pay the balance due —
<br />$49,000. The amendments shall also provide that, for each of the fust three years after the 14 -year
<br />period concludes, Martin and Brightline shall share responsibility for paying Martin's road surface,
<br />signal, and other crossing maintenance and rehabilitation costs, as follows: Martin shall pay up to
<br />the average total amount invoiced by FECR for such costs each year during years 8 through 14 of
<br />the 14 -year period, and Brightline shall pay the balance of such costs; provided, however, that if
<br />Martin does not pay its share of such costs as contemplated herein, Brightline shall have no
<br />responsibility for paying any portion of such costs for the year in question. Martin's agreement to
<br />pay these averaged annual invoiced costs shall not be deemed an admission that Martin agrees that
<br />previous FECR invoices were accurate or due and payable. If Martin reasonably disputes an FECR
<br />invoice, Brightline agrees Martin is not in breach of this Agreement. The amendments shall further
<br />provide that Martin shall remain solely responsible for paying FECR the applicable license fee for
<br />each crossing per year, and that:
<br />(i) Martin shall not indemnify, defend, or hold harmless Brightline for
<br />any reason whatsoever in connection with the Existing Martin
<br />Crossing Agreements, as amended, except as otherwise provided in
<br />this Agreement;
<br />(ii) Martin shall not add Brightline onto its insurance for any reason
<br />whatsoever in connection with the Existing Martin Crossing
<br />Agreements, as amended; and
<br />(iii) Martin shall not consent to waive its sovereign immunity for any
<br />action that involves Brightline. Martin acknowledges that sovereign
<br />immunity does not apply for alleged or actual breaches of express,
<br />written agreements and amendments thereto entered into by Martin
<br />that are duly authorized by its Board of County Commissioners,
<br />including this Agreement and the Existing Martin Crossing
<br />Agreements.
<br />(i) The maintenance fees for the North County Line crossing are split between
<br />Martin and St. Lucie County, and the maintenance fees for the South County Line crossing are
<br />split between Martin and Palm Beach County. With respect to these specific crossings, this
<br />Agreement only applies to Martin's share of the respective maintenance fees.
<br />0) The municipalities within Martin that currently have independent roadway
<br />crossing agreements with FECR, and the adjacent Town of Jupiter which also has independent
<br />roadway crossing agreements with FECR, shall be afforded the opportunity to execute
<br />amendments to those agreements in the form attached as Exhibit G. The amendments shall not
<br />alter the municipality's rights or obligations as to FECR, except that during the 14 -year period, the
<br />municipality and Brightline shall share responsibility for paying the municipality's road surface,
<br />signal, and other crossing maintenance and rehabilitation costs, as follows: the municipality shall
<br />pay up to its Average Historical Cost, as defined below, each year, and Brightline shall pay the
<br />balance of such costs; provided, however, that if the municipality does not pay its share of such
<br />costs as contemplated herein, Brightline shall have no responsibility for paying any portion of such
<br />costs for the year in question. The municipality's Average Historical Cost shall be calculated by
<br />(a) determining the average of the total amount invoiced by FECR each year between 2011 and
<br />2017 for crossing maintenance and rehabilitation costs other than signal inspection fees, and (b)
<br />adding to that average the amount invoiced by FECR for signal inspection fees during the year
<br />2017. Martin shall not be deemed in breach of this Agreement due to any action, inaction, or
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