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responsibility for paying any portion of such costs for the year in question. For example, if Indian
<br />River were to receive a total of $200,000 in invoices from FECR in a particular calendar year,
<br />Indian River would be obligated to pay those invoices in full; but if Indian River were to receive
<br />a total of $300,000 in invoices from FECR in a particular calendar year, Indian River would only
<br />be obligated to pay $235,500, and upon such payment, Brightline would be obligated to pay the
<br />balance due — $64,500. The amendments shall also provide that, for each of the fust three years
<br />after the 14 -year period concludes, Indian River and Brightline shall share responsibility for paying
<br />Indian River's road surface, signal, and other crossing maintenance and rehabilitation costs, as
<br />follows: Indian River shall pay up to the average total amount invoiced by FECR for such costs
<br />each year during years 8 through 14 of the 14 -year period, and Brightline shall pay the balance of
<br />such costs; provided, however, that if Indian River does not pay its share of such costs as
<br />contemplated herein, Brightline shall have no responsibility for paying any portion of such costs
<br />for the year in question. Indian Rivers agreement to pay these averaged annual invoiced costs shall
<br />not be deemed an admission that Indian River agrees that previous FECR invoices were accurate
<br />or due and payable. If Indian River reasonably disputes an FECR invoice, Brightline agrees Indian
<br />River is not in breach of this Agreement. The amendments shall further provide that Indian River
<br />shall remain solely responsible for paying FECR the applicable license fee for each crossing per
<br />year, and that:
<br />(i) Indian River shall not indemnify, defend, or hold harmless
<br />Brightline for any reason whatsoever in connection with the
<br />Existing Indian River Crossing Agreements, as amended, except as
<br />otherwise provided in this Agreement;
<br />(ii) Indian River shall not add Brightline onto its insurance for any
<br />reason whatsoever in connection with the Existing Indian River
<br />Crossing Agreements, as amended; and
<br />(iii) Indian River shall not consent to waive its sovereign immunity for
<br />any action that involves Brightline. Indian River acknowledges that
<br />sovereign immunity does not apply for alleged or actual breaches of
<br />express, written agreements and amendments thereto entered into by
<br />Indian River that are duly authorized by its Board of County
<br />Commissioners, including this Agreement and the Crossing
<br />Agreements.
<br />(i) The municipalities within Indian River that currently have independent
<br />roadway crossing agreements with FECR shall be afforded the opportunity to execute amendments
<br />to those agreements in the form attached as Exhibit G. 'Be amendments shall not alter the
<br />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. Indian River shall not be deemed in breach of this Agreement due to any action, inaction,
<br />or omission by a municipality. The municipality shall also be required, as a condition of obtaining
<br />the benefit of such amendments, to execute a separate agreement with Brightline in the form
<br />attached as Exhibit H, in which the municipality shall make the commitments reflected in
<br />paragraph 11 below. The amendments shall further provide that the municipality shall remain
<br />solely responsible for paying FECR the applicable license fee for each crossing per year.
<br />0) Based on Brightline's analysis of the FRA's Quiet Zone calculator,
<br />Brightline believes that, in view of the crossing improvements identified in Exhibits D-1 and D-2,
<br />Indian River will qualify with the FRA as a Quiet Zone so long as Indian River, in its entirety,
<br />applies for a Quiet Zone designation. Brightline agrees to support the applications for Quiet Zone
<br />designations by Indian River and/or any municipality within Indian River that qualify under FRA's
<br />Quiet Zone calculator for a Quiet Zone designation.
<br />Martin Aerial Pedestrian Bridge.
<br />(a) Subject to the concurrence of FECR, Brightline agrees to Martin's
<br />construction of an aerial pedestrian bridge over the FECR ROW at a location in Stuart, Florida,
<br />mutually agreeable to Martin and Brightline.
<br />(b) Martin agrees to execute FECR's standard form Aerial Easement
<br />Agreement as attached hereto as Exhibit 1, pursuant to which Martin will pay FECR a onetime
<br />aerial easement fee in an amount not to exceed $47,600. The grant of the aerial easement shall be
<br />subject to compliance with FECR and Brightline engineering requirements and approvals. Martin
<br />agrees that the indemnity and insurance obligations under FECR's standard form Aerial Easement
<br />Agreement shall be modified to extend to both FECR and Brightline.
<br />(c) Construction. Martin shall be responsible for the actual construction of the
<br />aerial pedestrian bridge and any liability associated therewith; provided, however, that the method
<br />and manner of construction and maintenance (but not any bidding process including awards of
<br />bids) shall be subject to the approval of FECR and Brightline, to ensure non-interference with rail
<br />or fiber optic operations.
<br />(d) Construction Costs. Martin and Brightline shall share responsibility for the
<br />cost of constructing the aerial pedestrian bridge, on an equal basis. Martin and Brightline shall
<br />each endeavor to obtain federal, state, and/or other grant money for the construction of the bridge,
<br />and if either or both is successful, their payment obligations shall be reduced on an equal basis.
<br />For example, if Martin were to obtain a grant in the amount of $500,000, Martin's and Brightline's
<br />respective payment obligations would be reduced by $250,000 each. Brightline shall pay its share
<br />of such construction costs to Martin within sixty (60) days after Martin provides Brightline proof
<br />of payment to contractors.
<br />(e) Maintenance. Martin shall be solely responsible for the actual maintenance
<br />of the aerial pedestrian bridge and the cost of maintenance and replacement of the aerial pedestrian
<br />bridge, as needed.
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