In November 1993 a tractor trailer carrying a $12 million, 82-ton generator became immobilized on CSX train tracks near the Kissimmee Utility Authority plant, which had purchased the generator. An Amtrack train hit the trailer, destroying the generator. KUA had entered into an agreement with CSX to build a road over the track for delivery of the generator, and it included an agreement to indemnity CSX for any damages associated with use of the road. A complex lawsuit arose in federal court over who should pay for the resulting damages. An issue arose whether KUA as a municipal agency had any authority to waive sovereign immunity by agreeing to indemnify CSX, which is the subject of this appeal.