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Page 25 of 27 <br />51.WAIVER. A party’s waiver of enforcement of any of this Agreement’s terms or conditions <br />will be effective only if it is in writing. A party’s specific waiver will not constitute a waiver <br />by that party of any earlier, concurrent, or later breach or default. <br />The Diversion Authority waives all claims against Consultant, including those for latent <br />defects, which are not brought within six (6) years of substantial completion of the facility <br />designed or final payment to Consultant, whichever is earlier. <br />52.BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the <br />Diversion Authority, its successors and assigns, and any such successor shall be deemed <br />substituted for the Diversion Authority under the terms of this Agreement. This Agreement <br />shall likewise be binding upon Consultant, its successors and assigns. As used in this <br />Agreement, the term “successor” shall include any person, firm, corporation or other <br />business entity which at any time whether by merger, purchase or otherwise acquires all or <br />substantially all of the assets or business of the corporation. <br />53.NEGOTIATED AGREEMENT. This Agreement has been arrived at through negotiation <br />between the parties. <br />54.SEVERABILITY AND SURVIVAL. If any court of competent jurisdiction declares, for <br />any reason, any provision or part of this Agreement to be invalid, illegal, or unenforceable, <br />all remaining terms and provisions of this Agreement will remain binding and enforceable. <br />Limitations of liability, indemnities, and other express representations shall survive <br />termination of this Agreement for any cause. <br />55.WAIVER OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY, IRREVOCABLY, <br />VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THAT THEY MAY <br />HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION, PROCEEDING, <br />COUNTERCLAIM OR DEFENSE BASED ON THIS AGREEMENT, OR ARISING OUT <br />OF, UNDER OR IN ANY CONNECTION WITH THIS AGREEMENT, OR WITH <br />RESPECT TO ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS <br />(WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO <br />RELATING TO THIS AGREEMENT. THIS PROVISION IS A MATERIAL <br />INDUCEMENT FOR ALL PARTIES ENTERING INTO THIS AGREEMENT. THIS <br />PROVISION APPLIES ONLY TO SUITS BETWEEN THE PARTIES ARISING OUT OF <br />OR RELATED TO THIS AGREEMENT AND DOES NOT APPLY TO THIRD PARTY <br />CLAIMS OR SUITS BY OR ON BEHALF OF THE PARTIES FOR PROJECT PROPERTY <br />ACQUISITION AND/OR CONSTRUCTION CONTRACT CLAIMS AND DEFENSES. <br />56.DISPUTE RESOLUTION. The Diversion Authority and Consultant shall endeavor to <br />resolve claims, disputes and other matters in question between them by non-binding <br />mediation, which, unless the parties mutually agree otherwise, shall be administered by the <br />American Arbitration Association in accordance with its Construction Industry Mediation <br />Procedures in effect on the date of the Agreement. A request for non-mediation shall be <br />made in writing, delivered to the other party to the Agreement, and filed with the person or <br />entity administering the mediation. The request may be made concurrently with the filing of <br />a complaint or other appropriate demand for binding dispute resolution but, in such event, <br />mediation shall proceed in advance of non-binding dispute resolution proceedings, whichDRAFT