17.2 AND 17.3, THE INDEMNITY, DEFENSE AND HOLD HARMLESS OBLIGATIONS FOR PERSONAL
INJURY OR DEATH OR PROPERTY DAMAGE UNDER THIS AGREEMENT SHALL APPLY REGARDLESS
OF WHETHER THE INDEMNIFIED PARTY WAS CONCURRENTLY NEGLIGENT (WHETHER ACTIVELY OR
PASSIVELY), IT BEING AGREED BY THE PARTIES THAT IN THIS EVENT, THE PARTIES'
RESPECTIVE LIABILITY OR RESPONSIBILITY FOR SUCH DAMAGES, LOSSES, COSTS AND
EXPENSES UNDER THIS ARTICLE 17 SHALL BE DETERMINED IN ACCORDANCE WITH PRINCIPLES
OF COMPARATIVE NEGLIGENCE.
B.
OWNER AND CONTRACTOR AGREE THAT THE
LOUISIANA OILFIELD ANTI-INDEMNITY ACT, LA. REV. STAT.
§9:2780, ET. SEQ., IS
INAPPLICABLE TO THIS AGREEMENT AND THE PERFORMANCE OF THE WORK.
APPLICATION OF
THESE CODE SECTIONS TO THIS AGREEMENT WOULD BE CONTRARY TO THE INTENT OF THE
PARTIES, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY CONTENTION THAT THESE
CODES SECTIONS ARE APPLICABLE TO THIS AGREEMENT OR THE WORK.
IN ADDITION, IT IS
THE INTENT OF THE PARTIES IN THE EVENT THAT THE AFOREMENTIONED ACT WERE TO APPLY
THAT EACH PARTY SHALL PROVIDE INSURANCE TO COVER THE LOSSES CONTEMPLATED BY SUCH
CODE SECTIONS AND ASSUMED BY EACH SUCH PARTY UNDER THE INDEMNIFICATION
PROVISIONS OF THIS AGREEMENT, AND CONTRACTOR AGREES THAT THE CONTRACT PRICE (AS
MAY BE ADJUSTED BY CHANGE ORDER IN ACCORDANCE WITH SECTION 7.1B) COMPENSATES
CONTRACTOR FOR THE COST OF PREMIUMS FOR THE INSURANCE PROVIDED BY IT UNDER THIS
AGREEMENT.
THE PARTIES AGREE THAT EACH PARTY'S AGREEMENT TO SUPPORT THEIR
INDEMNIFICATION OBLIGATIONS BY INSURANCE SHALL IN NO RESPECT IMPAIR THEIR
INDEMNIFICATION OBLIGATIONS.
C.
IN THE EVENT THAT ANY INDEMNITY
PROVISIONS IN THIS AGREEMENT ARE CONTRARY TO THE LAW GOVERNING THIS AGREEMENT,
THEN THE INDEMNITY OBLIGATIONS APPLICABLE HEREUNDER SHALL BE APPLIED TO THE
MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.
84
Article 18
DISPUTE RESOLUTION
18.1
NEGOTIATION.
IN THE EVENT THAT ANY CLAIM,
DISPUTE OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING
THE BREACH, TERMINATION OR INVALIDITY THEREOF, AND WHETHER ARISING OUT OF TORT
OR CONTRACT) ("DISPUTE") CANNOT BE RESOLVED INFORMALLY WITHIN THIRTY (30) DAYS
AFTER THE DISPUTE ARISES, EITHER PARTY MAY GIVE WRITTEN NOTICE OF THE DISPUTE
("DISPUTE NOTICE") TO THE OTHER PARTY REQUESTING THAT A REPRESENTATIVE OF
OWNER'S SENIOR MANAGEMENT AND CONTRACTOR'S SENIOR MANAGEMENT MEET IN AN ATTEMPT
TO RESOLVE THE DISPUTE. EACH SUCH MANAGEMENT REPRESENTATIVE SHALL HAVE FULL
AUTHORITY TO RESOLVE THE DISPUTE AND SHALL MEET AT A MUTUALLY AGREEABLE TIME AND
PLACE WITHIN THIRTY (30) DAYS AFTER RECEIPT BY THE NON-NOTIFYING PARTY OF SUCH
DISPUTE NOTICE, AND THEREAFTER AS OFTEN AS THEY DEEM REASONABLY NECESSARY TO
EXCHANGE RELEVANT INFORMATION AND TO ATTEMPT TO RESOLVE THE DISPUTE.
IN NO
EVENT SHALL THIS SECTION 18.1 BE CONSTRUED TO LIMIT EITHER PARTY'S RIGHT TO TAKE
ANY ACTION UNDER THIS AGREEMENT, INCLUDING OWNER'S RIGHTS UNDER SECTION 16.1.
THE PARTIES AGREE THAT IF ANY DISPUTE IS NOT RESOLVED WITHIN NINETY (90) DAYS
AFTER RECEIPT OF THE DISPUTE NOTICE GIVEN IN THIS SECTION 18.1, THEN EITHER
PARTY MAY BY NOTICE TO THE OTHER PARTY REFER THE DISPUTE TO BE DECIDED BY FINAL
AND BINDING ARBITRATION IN ACCORDANCE WITH SECTION 18.2.