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§ 7.2 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 Architect's
<br /> consultants.
<br /> § 7.3 The Architect shall not deliver any Instruments of Service in electronic form without the express written
<br /> agreement between the Owner and the Architect,which shall include terms and conditions providing for at least that:
<br /> (a)the hardcopy version of such Instruments of Service are understood by the Owner to be the official deliverable of
<br /> the Architect,and not the electronic files; (b)that the Owner shall indemnify,defend and hold the Architect harmless
<br /> against any and all claims,causes of action,proceedings,liabilities,losses,cost and expenses arising out of or related
<br /> to the use by the Owner of such electronic files;(c) that the Owner shall only use such electronic files with reference
<br /> to the Project,and not with reference to any other Project without the express written consent of the Architect and;(d)
<br /> that the Owner understands and agrees that the Architect makes no warranties or guarantees as to the accuracy or
<br /> completeness of the electronic files,nor as to the sufficiency of the electronic files with reference to the electronic
<br /> infrastructure or systems of the Owner,nor with reference to any malware,software virus,or other unintended code in
<br /> the electronic files.
<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,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 six years after the date of Substantial Completion of the Work.The Owner and Architect waive
<br /> all claims and causes of action not commenced 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 Document A201-2007,General Conditions of
<br /> the Contract for Construction.The Owner or the Architect,as appropriate,shall require of the contractors,consultants,
<br /> agents and employees of any of 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 of or 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 9.6.
<br /> § 8.1.4 The Owner shall indemnify and hold the Architect and the Architect's officers,employees and consultants
<br /> harmless from and against damages,losses and judgments arising from claims by third parties,including reasonable
<br /> attorneys' fees and expenses recoverable under applicable law,but only to the extent they are not directly caused by
<br /> the Architect's gross negligence or willful misconduct.
<br /> § 8.1.5 Neither the Architect,Architect's consultants,nor their agents or employees shall be jointly, severally or
<br /> individually liable to the Owner in excess of twenty-five thousand dollars ($25,000 ),by reason of any act or
<br /> omission,including breach of contract or negligence not amounting to willful misconduct.
<br /> § 8.2 Meet and Confer
<br /> § 8.2.1 Any claim,dispute or other matter in question arising out of or related to this Agreement shall be subject to a
<br /> meet and confer session as a condition precedent to mediation.If such matter relates to or is the subject of a lien arising
<br /> out of the Architect's services,the Architect may proceed in accordance with applicable law to comply with the lien
<br /> notice or filing deadlines prior to resolution of the matter by the meet and confer session,mediation or by binding
<br /> dispute resolution.
<br /> § 8.2.2 The Owner and Architect shall endeavor to resolve claims,disputes and other matters in question during the
<br /> meet and confer session.The meet and confer session shall be attended by the Owner and Architect or their authorized
<br /> representatives who shall have the authority to bind the parties.The meet and confer session shall take place within
<br /> thirty(30)days after a request by either party,unless the parties mutually agree otherwise.Prior to any meetings
<br /> AIA Document B106--2010(rev.1012010).Copyright 02010 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document
<br /> Init. is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA' Document,or any portion of it, 10
<br /> may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by
<br /> AIA software at 13:35:01 on 03/1212013 under Order No.3252469288_1 which expires on 12/31/2013,and is not for resale.
<br /> User Notes: (724650291)
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