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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />affect the coordination features of the COUNTY'S Highway Signal Devices. In the event said Crossing Warning
<br />Devices and/or coordination facilities of FEC become inoperative, FEC will notify COUNTY and restore or repair
<br />such devices and/or facilities.
<br />7. Notwithstanding anything in this agreement to the contrary, the cost of any adjustment, relocation or replacement of
<br />said synchronization devices and equipment related Highway Signal Devices, upon written notice from the FEC or
<br />BL, that the relocation is necessary due to railroad operations, including but not limited to, track relocation,
<br />maintenance or replacement, or because of changes or additions to the FEC and/or BL train control signal or
<br />communication equipment, shall be borne by the COUNTY.
<br />8. FEC and BL shall have no responsibility or liability for any loss of life or injury to persons, or loss of or damage to
<br />property, growing out of or arising from the irregular operation of the Highway Signal Devices of the COUNTY
<br />and/or FEC'S Crossing Warning Devices resulting from or in any manner attributed to the malfunction of the
<br />COUNTY'S Highway Signal Devices. FEC and BL shall have the same responsibilities and obligations with respect
<br />to the Crossing Warning Devices and the operation thereof as set forth in the License Agreements, and the COUNTY
<br />shall have and assume sole responsibility for its Highway Signal Devices and the operation or functioning thereof.
<br />9. The COUNTY will be responsible for claims and demands arising out of the work undertaken by the COUNTY
<br />pursuant to this Agreement due to the negligent actions, done or committed by the COUNTY, its contractors,
<br />employees, agents, or representatives in connection with the work done on the common cable junction box, Highway
<br />Signal Devices or Crossing Warning Devices. BL will be responsible for claims and demands arising out of the work
<br />undertaken by BL pursuant to this Agreement due to the negligent actions, done or committed by BL, its contractors,
<br />employees, agents, or representatives in connection with the work done on the common cable junction box, Highway
<br />Signal Devices or Crossing Warning Devices. FEC will be responsible for claims and demands arising out of the work
<br />undertaken by FEC pursuant to this Agreement due to the negligent actions, done or committed by FEC, its contractors,
<br />employees, agents, or representatives in connection with the work done on the common cable junction box, Highway
<br />Signal Devices or Crossing Warning Devices.
<br />10. Any party may make changes to their own equipment in any manner and agrees to reimburse the other parties for any
<br />expenses incurred by the other party as a result of such changes; provided, however that the cost of any adjustment,
<br />relocation of cable, circuitry, and related equipment as related to the Highway Signal Devices necessary due to railroad
<br />operations or changes or additions to the FEC's and/or BL's train control signals or communication equipment, shall
<br />be treated as set forth in paragraph 7 hereof. Seventy-two (72) hours' notice shall be given prior to work which will
<br />have an effect on the other party. The 72 -hour notice shall be waived in case of emergencies.
<br />11. The COUNTY reserves the right to unilaterally cancel this Agreement for refusal by the other parties to allow public
<br />access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes,
<br />and made or received in conjunction with this Agreement.
<br />12. This Agreement is of an indefinite, but unperpetual duration and shall terminate upon the earlier of: (1) removal of
<br />either the Highway Signal Devices or Crossing Warning Devices; or (2) termination of the License Agreement. If
<br />either of these conditions occur at a specific crossing but not at all crossings covered under this Agreement, this
<br />Agreement shall terminate for that specific crossing shall terminate, but the Agreement shall stay in effect for all of
<br />the crossing covered by this Agreement.
<br />13. In the event any of the parties hereto desire an assignment of this Agreement, it shall be said party's responsibility to
<br />obtain written acceptance from the other parties of the assignment by the new party to the Agreement.
<br />14. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have
<br />been given if delivered by hand, or sent by recognized overnight courier (such as Federal Express) and addressed as
<br />follows:
<br />If to FEC Florida East Coast Railway L.L.C.
<br />7150 Philips Highway
<br />Jacksonville, FL 32256
<br />Attn: Robert Ledoux, SVP
<br />(904)279-3111
<br />If to the COUNTY Indian River County
<br />18D1 27th Street
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