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NOT BE HELD INDIVIDUALLY LIABLE FOR
<br />NEGLIGENCE.
<br />11. CONSEQUENTIAL DAMAGES. IN NO EVENT WILL EITHER
<br />PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL,
<br />INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES,
<br />INCLUDING LOST REVENUES, LOSS OF USE, LOSS OF
<br />FINANCING, LOSS OF REPUTATION, LOST PROFITS, DELAYS, OR
<br />OTHER ECONOMIC LOSS ARISING FROM ANY CAUSE INCLUDING
<br />BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, STRICT
<br />LIABILITY OR ANY OTHER CAUSE WHATSOEVER,
<br />NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO
<br />THE CONTRARY. REGARDLESS OF LEGAL THEORY, CAI SHALL
<br />BE LIABLE ONLYTOTHE EXTENTTHATANY DAMAGES SPECIFIED
<br />HEREIN ARE FOUND BY A FINAL COURT OF COMPETENT
<br />JURISDICTION TO HAVE BEEN THE SEVERAL LIABILITY OF CAI.
<br />TO THE EXTENT PERMITTED BY LAW, ANY STATUTORY
<br />REMEDIES THAT ARE INCONSISTENT WITH THIS PROVISION OF
<br />THE AGREEMENT ARE WAIVED.
<br />12. REUSE OF PROJECT DELIVERABLES. Reuse of any
<br />documents or other deliverables, including electronic media, pertaining
<br />to the Project by Client for any purpose other than that for which such
<br />were originally prepared, or alteration of such without the written
<br />verification or adaptation by CAI for the specific purpose intended, shall
<br />be at the Client's risk. All title blocks and the engineer's seal, if
<br />applicable, shall be removed if Client provides deliverables in electronic
<br />media to any third party. Any modification of the plans will be evidenced
<br />on the plans and be signed and sealed by a licensed professional prior
<br />to re -use of modified plans. Client agrees that relevant analyses,
<br />findings, and reports provided in electronic media shall also be provided
<br />in hard copy and that the hard copy shall govern in the case of a
<br />discrepancy between the two versions, and shall be held as the official
<br />set of drawings, as signed and sealed. Client shall be afforded a period
<br />of thirty (30) days to check the hard copy against the electronic media.
<br />In the event that any error or inconsistency is found during that time, CAI
<br />shall be advised and the inconsistency shall be corrected at no additional
<br />cost to Client. Following the expiration of this notice period, Client shall
<br />bear all responsibility for the care, custody, and control of the electronic
<br />media. In addition, Client represents that it shall retain the necessary
<br />mechanisms to read the electronic media. Client agrees to indemnify
<br />and hold harmless CAI from all claims, damages, and expenses
<br />(including reasonable litigation costs) arising out of such reuse or
<br />alteration by Client or others acting through Client.
<br />13. CLIENT DATA. Client or any third party designated by Client may
<br />provide information, reports, studies, site characterizations, advice,
<br />instructions, and similar information in its possession relating to the
<br />Project ("Client Data"). CAI may reasonably and in good faith rely upon
<br />the accuracy of Client Data and unless described as part of the Services,
<br />CAI is not required to audit, examine, or verify Client Data. However,
<br />CAI will not ignore the implications of information furnished to CAI and
<br />may make reasonable inquiries if Client Data as furnished appears to be
<br />incorrect or incomplete. CAI makes no representations or warranties
<br />(express or implied) as the quality, accuracy, usefulness, or
<br />completeness of any Services to the extent CAI relies on Client Data.
<br />CAI, its affiliates, its officers, directors, and employees shall have no
<br />liability whatsoever with respect to the use of unreliable, inaccurate, or
<br />incomplete Client Data.
<br />14. ASSIGNMENT/BENEFICIARIES. Neither party may assign this
<br />Agreement without the written consent of the other party. With the
<br />exception of such assignments, nothing contained in this Agreement, nor
<br />the performance of the parties hereunder, is intended to benefit, nor shall
<br />inure to the benefit of, any third party, including Client's contractors, if
<br />any. The Services may be performed by any affiliated company of CAI
<br />under its common insurance program.
<br />15. AMENDMENT, NO WAIVER, & SEVERABILITY. This Agreement
<br />can be amended in writing and signed by the parties. No waiver by either
<br />party of any default by the other party in the performance of this
<br />Agreement shall invalidate any other section of this Agreement or
<br />operate as a waiver of any future default, whether like or different in
<br />character. The various terms, provisions, and covenants herein
<br />contained shall be deemed to be separate and severable, and the
<br />invalidity or unenforceability of any of them shall not affect or impair the
<br />validity or enforceability of the remainder.
<br />16. INDEPENDENT PARTIES. Each party is an independent entity
<br />and is not a partner, agent, principal, or employee of the other party,
<br />unless otherwise agreed to by the parties in writing.
<br />17. STATUTE OF LIMITATION. To the fullest extent permitted by law,
<br />the parties agree that the time period for bringing claims under this
<br />Agreement shall expire one (1) year after Project completion.
<br />18. STATUTORY TERMS APPLICABLE TO STATE POLITICAL
<br />SUBDIVISIONS. As provided in F.S. 287.135, CAI certifies that it has
<br />not been placed on the Scrutinized Companies that Boycott Israel List,
<br />nor is engaged in a boycott of Israel pursuant to F.S. 215.4725, and it
<br />has not been placed on the Scrutinized Companies with Activities in
<br />Sudan List or Scrutinized Companies with Activities in the Iran Petroleum
<br />Energy Sector List pursuant to F.S. 215.473, nor is engaged in business
<br />operations in Cuba or Syria. This Agreement may be terminated at the
<br />option of the Client if CAI is found to have been placed on the Scrutinized
<br />Companies that Boycott Israel List or is engaged in a boycott of Israel,
<br />or is found to have submitted a false certification as provided under F.S.
<br />287.135 (5), been placed on the Scrutinized Companies with Activities in
<br />Sudan List or the Scrutinized Companies with Activities in the Iran
<br />Petroleum Energy Sector List, or been engaged in business operations
<br />in Cuba or Syria.
<br />19. DISPUTE RESOLUTION. The parties shall attempt to settle all
<br />claims, disputes, and controversies arising out of or in relation to the
<br />performance, interpretation, application, or enforcement of this
<br />Agreement, including but not limited to breach thereof, by discussion
<br />between the parties' senior representatives. If any dispute cannot be
<br />resolved in this manner, within five (5) business days, the parties agree
<br />to refer such claims, disputes, and controversies to mediation by a
<br />mediator mutually agreed to and equally paid for by the parties before,
<br />and as a condition precedent to, the initiation of any adjudicative action
<br />or proceeding, including arbitration. The mediator shall convene the
<br />mediation at the request of either party, and the mediation will last at
<br />such times and as long as the mediator reasonably believes agreement
<br />is probable. Notwithstanding the foregoing, prior to or during negotiation
<br />or mediation, either party may initiate litigation that would otherwise
<br />become barred by a statute of limitation. In the event any actions are
<br />brought to enforce this Agreement, the prevailing party shall be entitled
<br />to collect its litigation costs including reasonable attorney's fees from the
<br />other party.
<br />20. LITIGATION SUPPORT. CAI will not be obligated to provide
<br />expert witness or other litigation support related to its Services, unless
<br />expressly agreed in writing. In the event CAI is required to respond to a
<br />subpoena, inquiry, or other legal process related to the Services in
<br />connection with a proceeding to which CAI is not a party, Client will
<br />reimburse CAI for its costs and compensate CAI at its then standard
<br />rates for the time it incurs in gathering information and documents and
<br />attending depositions, hearings, and the like.
<br />21. GOVERNING LAW. This Agreement shall be governed by and
<br />construed and enforced in accordance with the laws of the State of
<br />Florida without giving effect to any conflict or choice of law rules or
<br />principles under which the law of any otherjurisdiction would apply. Each
<br />party hereby submits to the jurisdiction of the federal and state courts
<br />located in the county of CAI's address and agrees that such courts shall
<br />be exclusive forum and venue for resolving any legal suit, action or
<br />proceeding arising out of or relating to this Agreement.
<br />Ver. 16MAY2023
<br />Page 3
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