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is mandated by law or the effect of this limitation may be restricted by law. Such consent will not be
<br />unreasonably withheld. Unless specifically stated to the contrary in any written consent to an
<br />assignment, no assignment will release or discharge the assignor from any duty or responsibility under
<br />this Agreement.
<br />8.09 Dispute Resolution
<br />A. Contractor and Engineer agree that prior to filing any action in a court of law, they shall
<br />first submit any and all unsettled claims, counterclaims, disputes and other matters in question between
<br />them arising out of or relating to the Agreement or the breach thereof to mediation.
<br />B. Contractor and Engineer agree that If mediation is not requested within 30 days after the
<br />dispute arises, the mediation requirement is waived.
<br />C. If the parties fail to resolve the dispute after conducting mediation or after a waiver of
<br />mediation, either party may institute a suit, and the claim shall be determined by a court of competent
<br />jurisdiction in accordance with the venue provision set forth in this Agreement.
<br />D. Except for reasons set forth in Paragraph 7.02, the parties shall continue to perform all
<br />of their obligations hereunder while such dispute is pending. In no event shall either Parry be entitled to
<br />suspend or otherwise delay the performance of its work under this Agreement, and Engineer shall
<br />perform as directed by Contractor, in a diligent manner and without delay, and shall comply with all
<br />instructions of Contractor and all provisions of this Agreement while any such dispute is pending,
<br />except for reasons set forth in Paragraph 7.02.
<br />E. The prevailing party in any action, hearing, procedure or proceeding, including, without
<br />limitation, legal actions, arbitrations, mediations, administrative procedures or hearings, and similar
<br />proceedings, arising from or relating to this Agreement shall be entitled to an award of legal fees, costs
<br />and expenses. "Legal fees, costs and expenses" as used in this Subsection includes, without limitation,
<br />the following in connection with the evaluation, preparation, pursuit, prosecution and/or defense of any
<br />right, claim or cause of action arising from or relating to this Agreement: (i) all attorneys' fees, costs
<br />and expenses, including attorney travel time; (ii) all expert fees, costs and expenses, whether the
<br />expert testifies or otherwise; (iii) all fees, costs and expenses actually incurred in connection with lay
<br />witnesses called to testify; and (iv) all of the foregoing incurred during all phases of the claim resolution
<br />procedures set forth elsewhere herein.
<br />8.10 Indemnification
<br />A. Pursuant to Section 725.08, Florida Statues, Engineer shall indemnify and hold harmless
<br />Owner, Contractor and their officers, employees, agents and instrumentalities ("Indemnified Parties")
<br />from liability, losses or damages, including attorneys' fees and costs of defense, which Owner,
<br />Contractor and their officers, employees, agents or instrumentalities may incur as a result of claims,
<br />demands, suits, causes of actions or proceedings of any kind or nature to the extent arising out of,
<br />relating to or resulting from the negligence, recklessness, or intentionally wrongful conduct of Engineer
<br />or its employees, agents, servants, partners, or principals in the performance of this Agreement.
<br />Engineer expressly understands and agrees that any insurance protection required by this Agreement
<br />or otherwise provided by the Engineer shall in no way limit the responsibility to indemnify, keep and
<br />save harmless Owner, Contractor or their officers, employees, agents and instrumentalities as herein
<br />provided. The provisions of this Section shall specifically survive the termination of this Agreement.
<br />The provisions of this Section are intended to require Engineer to furnish the greatest amount of
<br />indemnification allowed under Florida law. To the extent any indemnification requirement contained in
<br />this Agreement is deemed violative of any law, that provision shall be deemed modified so that
<br />Engineer shall be required to furnish the greatest level of indemnification to Contractor and the Owner,
<br />their officers and their agents and employees as was intended by the parties hereto.
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