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WHEREAS, BRIGHTLINE has entered into a Settlement Agreement with MARTIN and
<br />INDIAN RIVER COUNTIES and others, dated , 2018 (hereinafter "Settlement
<br />Agreement"),
<br />NOW THEREFORE, for the covenants contained herein and other good and valuable
<br />consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree
<br />as follows:
<br />Section 1. PURPOSE
<br />The purpose of this Amendment is to memorialize the agreement reached relating to the
<br />Project with respect to the Crossings and terms related to the construction, maintenance and
<br />safety of the Crossings.
<br />Section 2. LICENSE AGREEMENTS
<br />The Crossings, as improved for the Project, shall continue to be governed by the terms
<br />and provisions of the License Agreements, listed on Exhibit A.
<br />Section 3. BRIGHTLINE REPRESENTATIONS
<br />3.1 Initial Development Costs. BRIGHTLINE shall fund and be responsible for all
<br />necessary and reasonable capital investments to complete the initial installation of crossing
<br />improvements at the Crossings to the extent required for compliance with currently applicable
<br />laws and requirements for passenger rail service (hereinafter, the "Initial Development Costs").
<br />The Initial Development Costs may include some or all of the following, based on the individual
<br />requirements for each Crossing, as more specifically described in the final plans and drawings
<br />for each Crossing provided by BRIGHTLINE to CITY: the installation, relocation or alteration of
<br />new track and/or the existing track; cables; railroad devices; crossing structures; railroad
<br />signalization equipment; grade crossing surfaces; roadway, signage and pavement marking; co-
<br />habitation of roadway traffic signals impacted by the Project to railroad truss structures; relocation
<br />of any permitted CITY utilities and, any other element necessary to comply with all applicable
<br />laws and regulations. The Initial Development Costs do not include the costs of any other
<br />improvements to the Crossings related to the establishment of quiet zones or any other
<br />improvements required or desired by CITY, except as provided in the Settlement Agreement.
<br />Regardless of any provision to the contrary the License Agreements, CITY shall have no
<br />responsibility for any Initial Development Costs, except as provided in the Settlement Agreement.
<br />3.2 Maintenance of Existing Crossing. If there is required regular maintenance to
<br />be performed in connection with the currently existing crossing surface that is outside of the
<br />scope of the Project, that maintenance is not included within the scope of BRIGHTLINE's work
<br />and expense, provided, however, that BRIGHTLINE and FECR will endeavor to coordinate their
<br />respective work so as to minimize any existing crossing surface maintenance costs that the CITY
<br />may bear in accordance with the existing License Agreements.
<br />3.3 Standards. BRIGHTLINE shall construct all track and crossing Project
<br />improvements at each Crossing in compliance with the crossing construction plans submitted by
<br />BRIGHTLINE to the CITY and incorporated in the Settlement Agreement, in Exhibit _
<br />3.4 Coordination. BRIGHTLINE and CITY agree to coordinate and cooperate
<br />with each other at all times with regard to notice, permitting, mobilization and construction timing
<br />of the Project improvements. Elements of the Project may extend beyond the FECR right- of -
<br />way at certain Crossing(s) in order to complete the Project within aforementioned standards
<br />and guidelines. Where elements of the crossing upgrades extend beyond the FECR right-of-
<br />way at any crossing, BRIGHTLINE shall coordinate any required crossing upgrade work which
<br />must be performed outside of the FECR right-of-way with the CITY and obtain all necessary
<br />permits, subject to the terms of the Settlement Agreement. CITY acknowledges that it will grant
<br />to BRIGHTLINE the necessary permits for the installation and construction of any aspects of
<br />the crossing upgrades outside of the FECR right-of-way, subject to the terms of the Settlement
<br />Agreement. BRIGHTLINE will repave or restore the CITY's right-of-way if impacted by the
<br />crossing upgrade construction at BRIGHTLINE's expense. If there is striping on CITY streets
<br />which extends beyond the FECR right-of-way for a reasonably short distance , as part of the
<br />Project, BRIGHTLINE will re -stripe CITY's street along with the portions of the street within
<br />FECR's right-of-way at BRIGHTLINE's expense, subject to the terms of the Settlement
<br />Agreement. In connection with future maintenance at these Crossings, K comparable restriping
<br />is necessary outside of the FECR right-of-way, FECR will perform that restriping, and the costs
<br />of such restriping in the CITY's right-of-way shall be apportioned to CITY, subject to Section 6
<br />below.
<br />3.5 Minimal Disruption. BRIGHTLINE shall perform and complete the Project in a
<br />manner that minimizes disruption and inconvenience to CITY and the public but CITY recognizes
<br />that, as with any construction project, there will be unavoidable disruptions and inconvenience to
<br />CITY and the public. BRIGHTLINE will make every effort to coordinate Crossing closures so as
<br />not to adversely impact CITY'S scheduled special events. BRIGHTLINE shall make reasonable
<br />efforts to only close individual crossings for a period of not more than three (3) consecutive days,
<br />provided that the CITY acknowledges that some crossings may take longer, ideally no more than
<br />five days. BRIGHTLINE will coordinate with the CITY so that the crossing improvement work
<br />minimizes disruption and inconvenience to the CITY and its residents.
<br />3.6 Maintenance of Traffic. BRIGHTLINE shall be responsible for the costs of
<br />Maintenance of Traffic signage during the Project. BRIGHTLINE or its contractor shall submit a
<br />Maintenance of Traffic plan for each individual Crossing to the CITY a minimum of four (4) weeks
<br />prior to the commencement of Project work. CITY agrees to approve such plan, provided it is in
<br />compliance with federal, state, and local maintenance of traffic requirements.
<br />3.7 Quiet Zone. If CITY successfully obtains approval to classify the crossings within
<br />its boundaries as part of a Quiet Zone, prior to BRIGHTLINE's installation of the various crossing
<br />upgrades identified above, BRIGHTLINE agrees to install the quiet zone required improvements
<br />to the crossings, at the expense of CITY or such other governmental agency that agrees to pay
<br />the expenses associated therewith.
<br />3.8 Budget Estimates. To accommodate CITY's statutory budget process and fiscal
<br />year (October 1°` _ September, referred to as "Government Fiscal Year"), FECR agrees to
<br />utilize commercially reasonable efforts to provide to CITY, no later than April 1° each year, the
<br />list of Crossings scheduled for maintenance during the upcoming Government Fiscal Year, along
<br />with an estimate of any and all costs or expenses for which CITY will be responsible under the
<br />License Agreements during such Government Fiscal Year. CITY acknowledges that emergency
<br />and unanticipated repairs may be necessary at crossings periodically, and FECR may not be
<br />able to provide normal advance notice thereof. This provision shall survive any expiration or
<br />termination of the License Agreements, as amended.
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