|
§ 7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective
<br />Instruments of Service, including the Drawings and Specifications, and shall retain all condnton law, statutory and
<br />other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official
<br />regulatory requirements or for sirnilar purposes in connection with the Project is not to be construed as publication in
<br />derogation of the reserved rights of the Architect and the Architect's consultants.
<br />§ 7.3 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to use the
<br />Architect's Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering
<br />and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payment of
<br />all Burns when due, under this Agreement. The Architect slrall obtain similar nonexclusive licenses fi•oni the
<br />Architect's consultants consistent with this Agreement. The license grained under this section permits the Owner to
<br />authorize the Contractor, Subcontractors, Sub - subcontractors, and material or equipment suppliers, as well as the
<br />Owner's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service solely
<br />and exclusively for use in performing services or construction for the Project. Ifthe Architect rightfitily terminates this
<br />Agreement for cause as provided in Section 9.4, the Iicense granted in this Section 7.3 shall terminate.
<br />§ 7.3.1 In the event the Owner uses the Instruments of Service without retaining the author of the histruments 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 claims and causes of
<br />action asserted by any third person or entity to the extent such costs and expenses arise fi•om the Owner's use of the
<br />Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if the Owner rightfully
<br />terminates this Agreement for cause under Section 9.4.
<br />§ 7.4 Except for the licenses granted in this Article 7, no otiler Iicense 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 tine prior written agreement of the Architect. Any unauthorized use of file
<br />Instruments of Service shall be at the O►vner's sole risk and without liability to the Architect and the Architect's
<br />consultants.
<br />ARTICLE 8 CLAIMS AND DISPUTES
<br />§ 8.1 GENERAL
<br />§ 8.11 The Owner and Architect shall commence all claims and causes of action, whether in contract, tort, or
<br />otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the
<br />method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in
<br />any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect waive
<br />all clairns and causes of action not contntenced in accordance with this Section 8.1.1.
<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 rights
<br />as they may have to the proceeds of such insurance as set forth in AIA Docurnent A201 -2007, General Conditions of
<br />the Contract for Construction. The Owner or the Architect, as appropriate, sliall require of the contractors, COnSUltants,
<br />agents and employees of any ol'them similar waivers in favor of the other parties enumerated herein.
<br />§ 8.1.3 The Architect and Owner waive consequential damages for claims, disputes or other matters in question arising
<br />out ofor relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages
<br />due to either party's termination of this Agreement, except as specifically provided in Section 9.7.
<br />§ 8.2 MEDIATION
<br />§ 8.2,1 Any claim, dispute or other matter in question arising out of of related to this Agreement 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 inay proceed in accordance with applicable law to comply with tlic
<br />lien notice or filing deadlines prior to resolution of the matter by mediation or• by binding dispute resolution.
<br />§ 8.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and otller matters in question between
<br />them by mediation which, unless the parties natlttlally agree otherwise, shall be administered by tine American
<br />Arbitration Association in accordance wills its Construction Industry Mediation Procedures hi effect oil the (late of the
<br />AIA Document B101 M —2007 q.rnlerlY B151"' -- 1997), CopyrI91110 1974, 1978, 1987, 1 997 and 7007 by The American Institute of Architects. All rights
<br />Init. reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Trestles. Unauthorized reproduction ordlstrlbutlon of 14
<br />this AIA" Document, or any portion of it, may result in severe civil and criminal penatttes, and will be prosecuted to the maximum extent possible under
<br />the taw.'rhis document was produced by AIA softyvare at 11:15:50 on 07!0812011 under Order No.878929G¢86_1 vrhich expires on 05/1012D12, and is not for
<br />resale.
<br />User Notes: t19Gf 558770)
<br />Attachment number 2
<br />G -4 Page 262
<br />
|