|
227600v1
<br />17
<br />
<br />
<br />pursuant to Article 9 and Article 11. The Architect shall obtain similar nonexclusive licenses from the Architect’s
<br />consultants consistent with this Agreement. The license granted under this section permits the Owner to authorize
<br />the Contractor, Subcontractors, Sub-subcontractors, and suppliers, as well as the Owner’s consultants and separate
<br />contractors, to reproduce applicable portions of the Instruments of Service, subject to any protocols established
<br />pursuant to Section 1.3, solely and exclusively for use in performing services or construction for the Project. If the
<br />Architect rightfully terminates this Agreement for cause as provided in Se ction 9.4, the license granted in this
<br />Section 7.3 shall terminate.
<br />
<br />§ 7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of
<br />Service, the Owner releases the Architect and Architect’s consultant(s) from all claims and causes of action arising
<br />from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the
<br />Architect and its consultants from all costs and expenses, including the cost of defense, related to c laims and causes
<br />of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner’s use of
<br />the Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if the Owner
<br />rightfully terminates this Agreement for cause under Section 9.4.
<br />
<br />§ 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied
<br />under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license
<br />granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the
<br />Instruments of Service shall be at the Owner’s sole risk and without liability to the Architect and the Arch itect’s
<br />consultants.
<br />
<br />§ 7.5 Except as otherwise stated in Section 7.3, the provisions of this Article 7 shall survive the termination of this
<br />Agreement.
<br />
<br />ARTICLE 8 CLAIMS AND DISPUTES
<br />§ 8.1 General
<br />§ 8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of
<br />or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the
<br />binding dispute resolution method selected in this Agreement and within the period specified by applicable law, but
<br />in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect
<br />waive all claims and causes of action not commenced in accordance with this Section 8.1.1.
<br />
<br />§ 8.1.2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against
<br />each other and against the contractors, consultants, agents, and employees of the other for damages, except such
<br />rights as they may have to the proceeds of such insurance as set forth in AIA Document A201 –2017, General
<br />Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the
<br />contractors, consultants, agents, and employees of any of them, similar waivers in fav or of the other parties
<br />enumerated herein.
<br />
<br />§ 8.1.3 The Architect and Owner waive consequential damages for claims, disputes, or other matters in question ,
<br />arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential
<br />damages due to either party’s termination of this Agreement, except as specifically provided in Section 9.7.
<br />
<br />§ 8.2 Mediation
<br />§ 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreemen t shall be subject to
<br />mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien
<br />arising out of the Architect’s services, the Architect may proceed in accordance with applicable law to comply wit h
<br />the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution.
<br />
<br />§ 8.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between
<br />them by mediation, which, unless the parties mutually agree otherwise, shall be administered by the American
<br />Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of
<br />this Agreement. A request for mediation shall be made in writing, delivered to the other party to this Agreement, and
<br />filed with the person or 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, mediation shall proceed in
<br />advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days
|