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<br />~ Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other
<br />matters in question between the Recipient and the Contractor arising out of or relating to this
<br />agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court
<br />of competent jurisdiction within the State in which the Recipient is located.
<br />Rights and Remedies - The duties and obligations imposed by the Contract Documents and the
<br />rights and remedies available thereunder shall be in addition to and not a limitation of any duties,
<br />obligations, rights and remedies otherwise imposed or available by law. No action or failure to
<br />act by the Recipient, Architect or Contractor shall constitute a waiver of any right or duty
<br />afforded any of them under the Contract, nor shall any such action or failure to act constitute an
<br />approval of or acquiescence in any breach thereunder, except as may be specifically agreed in
<br />writing.
<br />Indemnity - The Contractor shall, to the extent permitted by law:
<br />Protect, indemnify and save the Recipient and its officers, employees and agents,
<br />including consultants, harmless from and against any and all liabilities, damages, claims,
<br />demands, liens, encumbrances, judgments, awards, losses, costs, expenses, and~ suits or actions or
<br />proceedings, including reasonable expenses, costs and attorney fees incurred by the Recipient
<br />and its officers, employees and agents, including consultants, in the defense, settlement or
<br />satisfaction thereof, for any injury, death, loss or damage to persons or property of any kind
<br />whatsoever, arising out of, or resulting from, the negligent acts, errors or omissions of the
<br />Contractor, including negligent acts, errors or omissions of its officers, employees, servants,
<br />agents, subcontractors and suppliers; and
<br />Upon receipt of notice and if given authority, shall settle at its own expense or undertake
<br />at its own expense the defense of any such suit, action or proceeding including appeals, against
<br />the Recipient and its officers, employees and agents, including consultants, relating to such
<br />injury, death, loss or damage. Each party shall promptly notify the other in writing of the notice
<br />or assertion of any claim, demand, lien, encumbrance, judgment, award, suit, action or other
<br />proceeding hereunder. The Contractor shall have sole charge and direction of the defense of
<br />such suit, action or proceeding. The Recipient shall not make any admission which might be
<br />materially prejudicial to the contractor unless the contractor has failed to take over the conduct
<br />of any negotiations or defense within a reasonable time after receipt of the notice and authority
<br />above provided. The Recipient shall at the request of the Contractor furnish to the Contractor all
<br />reasonable assistance that may be necessary for the purpose of defending such suit, action or
<br />proceeding, and shall be repaid all reasonable costs incurred in doing so. The Recipient shall
<br />have the right to be represented therein by the advisory counsel of its own selection at its own
<br />expense.
<br />The obligations of the Contractor under the above paragraph shall not extend to circumstances
<br />where the injury, or death, or damages is caused solely by the negligent acts, errors or omissions
<br />of the Recipient, its officers, employees, agents or consultants, including negligence in (1) the
<br />preparation of the Contract documents, or (2) the giving of directions or instructions with respect
<br />to preparation of the Contract by written order. The obligations of the Contractor shall not
<br />extend to circumstances where the injury, or death, or damages is caused, in whole or in part, by
<br />the negligence of any third party operator, not including an assignee or subcontractor of the
<br />Contractor, subject to the right of contributions as provided in the next sentence below. In case
<br />of joint or concurrent negligence of the parties hereto giving rise to a. claim or loss against either
<br />one or both, each shall have full rights of contribution from the other.
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