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(b) Martin hereby acknowledges and agrees that it has evaluated the work
<br />currently proposed to be done within Martin as part of the Brightline Project and has determined
<br />that the work to be done inside the FECR ROW is not subject to any Martin permitting
<br />requirements, except for the Floodplain Approval that is required for any work within identified
<br />Special Flood Hazard Areas in Martin, including bridges. Brightline believes the Floodplain
<br />Approval requirement is subject to federal preemption and is therefore inapplicable, but it has
<br />agreed to treat the requirement as applicable solely for purposes of this Agreement. Brightline
<br />shall submit a No -Rise Certification, signed and sealed by a professional engineer licensed in the
<br />state of Florida, prior to any work commencing on a railroad bridge, not including the St. Lucie
<br />River Bridge. Brightline agrees to provide Martin any and all hydraulic analysis or models
<br />associated with the No -Rise Certification. Martin agrees to issue a Floodplain Approval for the
<br />bridge work within ten (10) business days after receipt of each No -Rise Certification(s).
<br />(c) Indian River also acknowledges and agrees that it has evaluated the work
<br />currently proposed to be done within Indian River as part of the Brightline Project and has
<br />determined that the work to be done inside the FECR ROW is not subject to any Indian River
<br />permitting requirements.
<br />(d) Martin and Indian River shall not seek to impose any county or local
<br />approval or permitting requirements with respect to the work currently proposed to be done within
<br />the FECR ROW.
<br />(e) During the period of construction and the fust three years of Brightline
<br />passenger revenue operations between West Palm Beach and Orlando, Martin, Indian River, the
<br />Indian River ESD, and CARE will not pass any resolution or adopt any other official act that
<br />publicly supports or actively encourages third parties to support any federal or state legislation, or
<br />new County laws or regulations that would directly and adversely impact the Brightline Project
<br />(f) Martin, Indian River, the Indian River ESD, and CARE will not pass any
<br />resolution or adopt any other official act that publicly supports or actively encourages others to
<br />support any federal, state, county, or local laws or regulations that would directly and adversely
<br />impact Brightline's ability to comply with any term of this Agreement or vary any commitment
<br />made under this Agreement.
<br />12. Notice and Opportunity to Cure.
<br />In the event that a Party alleges another Party to be in material breach of this Agreement,
<br />the Party alleging the material breach shall provide the other Party with written notice identifying
<br />with specificity the date and location of the perceived material breach and the provision of the
<br />Agreement breached ("Cure Notice"). The Party receiving such Cure Notice shall have thirty (30)
<br />days from the time it receives the Cure Notice (the "Cure Period") to either (a) cure the alleged
<br />material breach and respond in writing, describing what remedial action has been taken, or (b)
<br />respond in writing, explaining why no breach has occurred During the Cure Period, and
<br />afterward, the Parties shall cooperate in good faith to resolve the alleged material breach. If the
<br />Party alleged to have materially breached this Agreement cures or otherwise satisfactorily
<br />responds to the alleged material breach within the Cure Period, the Party alleging the material
<br />breach shall not file a lawsuit or take other action predicated upon the alleged material breach. If
<br />the Party alleged to have materially breached the Agreement does not cure or satisfactorily respond
<br />to the alleged material breach within the Cure Period, the other Party shall be entitled to file suit
<br />to cure the alleged material breach and seek to terminate this Agreement and/or the contemplated
<br />amendments to the Existing Martin Crossing Agreements and the Existing Indian River Crossing
<br />Agreements.
<br />13. Releases.
<br />(a) Martin, Indian River, the Indian River ESD, and CARE each release, acquit,
<br />and forever discharge Brightline, and its present and former parent entities, subsidiaries, affiliates,
<br />successors, assigns, directors, officers, employees, agents, representatives, and insurers, from all
<br />claims, causes of action, demands, debts, liabilities, and obligations, of every name and nature,
<br />known or unknown, asserted or unasserted, accrued or unaccrued, both at law or in equity, from
<br />the beginning of time to the Effective Date.
<br />(b) Brightline, on behalf of itself and its present and former parent entities,
<br />subsidiaries, affiliates, successors, and assigns, hereby releases, acquits, and forever discharges
<br />Martin, Indian River, the Indian River ESD, and CARE, and their present and former elected
<br />officials, employees, agents, representatives, and insurers, from all claims, causes of action,
<br />demands, debts, liabilities, and obligations, of every name and nature, known or unknown, asserted
<br />or unasserted, accrued or unaccmed, both at law or in equity, from the beginning of time to the
<br />Effective Date.
<br />(c) The foregoing releases are intended to be given the broadest possible
<br />interpretation, but shall not eliminate any obligations arising under this Settlement Agreement.
<br />14. Binding Effect This Settlement Agreement is final and binding on the Parties,
<br />including their heirs, successors, and future assigns.
<br />15. No Assignment. Each Party acknowledges and agrees that it has not assigned,
<br />transferred, conveyed, or encumbered any claim, debt, liability, or obligations released herein.
<br />16. Compromise. This Settlement Agreement is made in compromise of a dispute.
<br />Nothing herein shall be construed or deemed an admission of liability or wrongdoing.
<br />17. Entire Agreement This Settlement Agreement contains the entire agreement of the
<br />Parties, and supersedes any and all prior negotiations, representations, understandings,
<br />and agreements, whether oral or in writing, with respect to the subject matter hereof.
<br />18. Severability. In the event that any provision of this Agreement shall at any time
<br />contravene, in whole or part, any applicable law, ruling or regulation, then such provision shall
<br />remain in effect only to the extent permitted, and the remaining provisions hereof shall remain in
<br />full force and effect.
<br />19. Modification. This Settlement Agreement may not be amended, modified,
<br />released, discharged, or otherwise terminated, in whole or part, except by an instrument in writing
<br />signed by authorized representatives of the parties hereto.
<br />20. Construction. This Settlement Agreement was drafted by counsel for the Parties
<br />and shall not be construed more strictly against any Party on the ground that it was the drafter.
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