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of Florida. Any questions or matters arising under the License Agreements as to validity, construction, enforcement, performance, or otherwise, shall be determined in accordance with the laws of the State of Florida. Venue for any action arising out of or in any way related to this Amendment shall be as provide in the License Agreements. Section 11. MICE All notices required in the License Agreements, as amended, shall be sent by, hand delivery or overnight commercial courier. Notices shall be addressed as follows: To FECR: Attention: Robert Ledoux, VP and General Counsel Florida East Coast Railway L.L.C. 7411 Fullerton Street, Suite 300 Jacksonville, FL 32256 To BRIGHTLINE: Attention: Patrick Goddard, President Brigthline Trains LLC 161 NW 611 St, Ste. 900 Miami, FL 33136 To CITY: Attention: Section 12.SEVERABILITY If any term or provision of the License Agreements, as amended, or the application thereof to any person or circumstances, shall, to any extent, be held invalid or unenforceable, the remainder of the License Agreements, as amended, or the application of such terms or provisions, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of the License Agreements, as amended, shall be deemed valid and enforceable to the extent permitted by law. Section 13. EXHIBITS) The Exhibit(s) attached to this Amendment are incorporated fully into this Amendment by this reference. Section 14. CAPTIONS The captions and section designations contained in this Amendment are for convenience only and shall have no substantive meaning. Section 15. MODIFICATIONS TO AGREEMENT None of the provisions, terms and conditions contained in the License Agreements, as amended, may be added to, modified, superseded or otherwise altered, except by written instrument duly executed by the parties to this Amendment. Section 16. PUBLIC RECORDS The parties to this Amendment shall have access to public records pursuant to Chapter 119, Florida Statutes. Section 17. ENTIRETY OF AGREEMENT It is agreed that, except as provided in the License Agreements and the Settlement Agreement, this Agreement sets forth the entire agreement between the parties, and that there are no promises or understandings other than those stated in this document. Section 18. ACCESS AND AUDITS BRIGHTLINE shall maintain adequate records to justify all charges, expenses, and costs incurred in estimating and performing the work for at least three (3) years after completion of the work associated with such charges, expenses and costs. The CITY shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during normal business hours, at BRIGHTLINE's place of business. -6- -7-