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<br />.5(a). Waiver of Liens and Claims, As a condition to the obligation of Contractor to make any periodic or final
<br />I payment hereunder, Subcontractor shall furnish, and shall require each and all of its Subcontractors and materialmen
<br />to furnish, releases and waivers of all types of mechanics' and contractors' liens, and of all claims, whether statutory
<br />or otherwise, against any bond on which Contractor is an obligor. Each such waiver and release by Subcontractor
<br />shall extend to the full extent of all payments made by Contractor to Subcontractor, and the Final Release and Waiver
<br />of Lien shall waive and finally release all liens and claims of Subcontractor, All such releases and waivers of lien shall
<br />be in form and substance satisfactory to Contractor, Subcontractor shall, and hereby does, indemnify and hold Owner
<br />Contractor, and all sureties, harmless from any and all such liens and claims by others for payment arising out of
<br />labor and materials furnished hereunder by or through Subcontractor,
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<br />5(b). Final Release, Prior to final payment to Subcontractor, a Final Release and Waiver of Uens and Claims is
<br />to be furnished to Contractor, together with an Affidavit, all to be in form and substance satisfactory to Contractor,
<br />
<br />5(c), Satisfaction of Past Due Obligations, Contractor reserves the right to satisfy any past-due obligations of Sub.
<br />contractor arising out of this Subcontract by issuing checks payable jointly to Subcontractor and any of its vendors
<br />or subcontractors, Contractor also reserves the right at any time during the progress of the Work to pay amounts
<br />due to Subcontractor by issuing checks payable jointly to Subcontractor and any of its vendors or subcontractors,
<br />Any such payment shall be deemed a payment to Subcontractor under this Subcontract, Subcontractor agrees that
<br />Contractor has no obligation to issue such jOint checks, and that Subcontractor's inability to obtain necessary materials
<br />and/or services without issuance of such joint checks by Contractor shall constitute an event of default,
<br />
<br />7. Warranty of Work and Materials, Without in any way limiting any section or provision of this Subcontract, Sub-
<br />contractor hereby warrants and guarantees the Work to Contractor 'under the same terms and for at least the same
<br />periOd of time as Contractor has warranted its work to Owner under the Prime Contract, and Subcontractor hereby
<br />agrees to perform all warranty obligations and other responsibilities of Contractor insofar as they relate to the work,
<br />Subcontractor, in addition to all other guarantees and warranties contained in this Subcontract and the Prime Con.
<br />tract, and not in limitation of Contractor's other legal rights, warrants and guarantees that the Work will be performed
<br />in strict and absolute accordance with the terms of this Subcontract, in a gOod.and workmanlike manner, and in con.
<br />formity with the best practices of the construction industry. Subcontractor further warrants and guarantees that the
<br />Work and all materials furnished and used in the Work will be free of defects for the specified period of years after
<br />Final Acceptance of the 'Project by the Owner, Subcontractor shall, for a minimum of one year after the date of Final
<br />Acceptance, perform any maintenance or corrective work, without cost, as directed by Contractor or as set forth in
<br />the Specifications for the Project.
<br />
<br />All work and materials shall be subject to approval and acceptance by the Owner, If any of the Subcontractor's
<br />work or materials is determined to be defective or otherwise constitute a breach of any of Subcontractor's warranties,
<br />or be unacceptable for any other reason, Subcontractor,. at ~s own expense, shall promptly tear out, correct, or replace,
<br />as directed by Contractor, any such work or m~terials and shall repair or replaoeany other work, materials or proper. I
<br />ty damaged, destroyed or required to be redone as a result of the required correction or replacement. If Subcontrac.
<br />tor refuses or fails to promptly make the corrections, replacements or repairs contemplated herein, ~ is agreed that
<br />Contractor may have such work done at the expense of Subcontractor, Nothing in this Section 7 shall relieve Subcon.
<br />tractor in any way from its duties and obligations as set forth in this Subcontract and the Prime Contract, nor shall
<br />any provision herein be considered a waiver of any rights Contractor has or may have against Subcontractor for its
<br />failure to perform according to the terms of this Subcontract and the Prime contract,
<br />
<br />8. Taxes, Subcontractor has included in the Subcontract price, accepts exclusive liabilfty for and agrees to,.ln.
<br />demnify and hold harmless the Contractor from any liability with respect to:
<br />
<br />(a) All taxes and/or contributions .imposed upon or measured by the earnings of Subcontractor's employees,
<br />or any employees of any subcontractor or supplier of Subcontractor, prusuant to any federal, state or local
<br />statutes, laws, rules or regulations, including but not limited to, any income tax and social security statutes
<br />and regulations and any unemployment compensation statutes or simialr statutes;
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<br />(b) All applicable sales, use or excise taxes that may be assessed against materials, supplies, equipment or
<br />labor used or furnished in the performance of this Subcontract;
<br />
<br />(c) All gross receipts or similar taxes measured by the value of this Subcontract; and
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<br />(d) All personal property or ad valorem taxes on the Subcontractor's tools, equipment or other property used
<br />in the performance of this Subcontract.
<br />
<br />9. Compliance with Laws, Subcontractor agrees 0) to comply with all applicable federal, state and local statutes,
<br />laws, ordinances, rules and regulations, (i~ to procure at its expense all building or other permits or licenses required
<br />in connection with the Work and (iii) to indemnify and hold Contractor harmless from any losses, damages or ex.
<br />penses ari~ng out of Subcontractor's failure to comply with any of the provisions of this Section 9,
<br />
<br />10(a), No discrimination. Without in any way limiting the generality of Section 9 above, Subcontractor agrees
<br />to comply with all local, state and federal laws, statutes, rules and regulations regarding discrimination in employment
<br />against any individual on the basis or race, color, religion,sex, national origin or age, In particular, Subcontractor
<br />agrees to comply with the provisions of Title VII of the Civil Rights Act of 1964, as amended, and all applicable ex.
<br />I ecutive orders, including, but not lim~ed to, Executive Order No, 11246, .
<br />
<br />10(b). Non"Segregated Facilities. Subcontractor further agrees 0) to be bound by and to comply with Exhibit B
<br />("Equal Opportunity Compliance") attached to this Subcontract, and (ii) to execute Exhibit C ("Certification of Non.
<br />segregated Facilities") attached hereto and return it to Contractor, No estimates will be processed under this Subcon"
<br />tract and no payments made until Exhibit C has been duly executed by Subcontractor. and received by Contractor,
<br />
<br />I 11 (a). Insurance. In addition to any insurance Subcontractor deems in its interest to purchase because of risks
<br />assumed under this Subcontract or otherwise, Subcontactorshall maintain in force at its own expense: 0) all insurance
<br />required by any applicable federal, state or local statutes, laws, rules or regulations; Oil all insurance required for
<br />subcontractors by the Prime Contract; and Oi~ the following forms of insurance coverage at least in the amounts specified.
<br />Subcontractor agrees to take all actions necessary to have Contractor designated an additional insured under all
<br />insurance pOlicies of Subcontractor acquired or maintained to fulfill the requirements for insurance imposed by Sec.
<br />tion 11 of this Subcontract. Subcontractor waives any and all rights of recovery against Contractor and Owner for
<br />any loss or damage covered by any insurance acquired or maintained by Subcontractor or for its benefit, including
<br />all rights that might otherwise accrue to any subrogee,
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<br />(4)
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