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signal, and other crossing maintenance and rehabilitation costs, as follows: Martin 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 Martin 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. Martin's agreement to pay these averaged annual invoiced costs shall not be deemed an admission that Martin agrees that previous FECR invoices were accurate or due and payable. If Martin reasonably disputes an FECR invoice, Brightline agrees Martin is not in breach of this Agreement. The amendments shall further provide that Martin shall remain solely responsible for paying FECR the applicable license fee for each crossing per year, and that: (i) Martin shall not indemnify, defend, or hold harmless Brightline for any reason whatsoever in connection with the Existing Martin Crossing Agreements, as amended, except as otherwise provided in this Agreement; (ii) Martin shall not add Brightline onto its insurance for any reason whatsoever in connection with the Existing Martin Crossing Agreements, as amended; and (iii) Martin shall not consent to waive its sovereign immunity for any action that involves Brightline. Martin acknowledges that sovereign immunity does not apply for alleged or actual breaches of express, written agreements and amendments thereto entered into by Martin that are duly authorized by its Board of County Commissioners, including this Agreement and the Existing Martin Crossing Agreements. (i) The maintenance fees for the North County Line crossing are split between Martin and St. Lucie County, and the maintenance fees for the South County Line crossing are split between Martin and Palm Beach County. With respect to these specific crossings, this Agreement only applies to Martin's share of the respective maintenance fees. 0) The municipalities within Martin that currently have independent roadway crossing agreements with FECR, and the adjacent Town of Jupiter which also has 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) adding to that average the amount invoiced by FECR for signal inspection fees during the year 2017. Martin shall not be deemed in breach of this Agreement due to any action, inaction, or -4-