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<br />t').ht.;1,j.nj~nq 01: a. ]llr1gm~nt ~~p".1..11~"t:, .or 1:n~ ~uccPss.:r:t.l.,',. 1'n~:t:tn1';~n~nq~ 0:1:,. ~~f"_~n f~:-'~"'.~.1_;'f.[" ,-~~._,.IU,UI,.,~.r~"-
<br />claim" ~et:.-o.ff, :r.eaoupn><ent.: nr: o'\:.hqr. defensl!;>, agiu.n~t t.he l..ndemn:t.f.L"!d party.
<br />Noh;;' l:hs l:andinq the forego ,.ng, the indemnified p~.rty 5hall be permi tt.ed to be represented
<br />hI( i l:s otom counsel should the indemnified party so desire.
<br />.5.03 The Subcontractor warrants that the del.ivery, erection and use of material.
<br />a,~,pplied or erected under thi.s Subcontract, e:U:her alone or in combination with other
<br />materials, do not and '-fill not infringe upon any patents, United states or foreign. The
<br />Subcontrnct shal.1 indemnify and save ha:rmless the Contractor and the owners of the Project
<br />against all damage!!'! which they, or any of them, may Busta.in by reason of claims for
<br />infringement of patents o:r t:r.ademarks arising Ol.1t of the Subcontr!\ct Work, or by reason of
<br />the use of any patented appliances, products or processes in connection ...ri th the
<br />Suboontract Work. The Subcontractor sha.J.l, at the sole expense o.f the Subcontractor,
<br />defend any action brought against the Con tr:ac tor , or the o~mers of the Project or any of
<br />them, founded. upon a claim or infrinqe~nt of patent rights, and shall rei~'.1rse ~he
<br />Con tr:actor anxi. the owner!'; of the Project, or any of them, for all ex,pen~e$, ~_nolud~ng
<br />rea.sonable counsel fees, incurred by the Cont:r.a.c.t;or, andlor the owners of the Project, or
<br />any of them, in defending any acti_on br(mght for: such alleged infringement. The
<br />Contractor a.ndthe owners of the Project shall each be permi tf:ed to be represented by
<br />thei.r own cou.nsel in any s11ch suit or action should they, or any of them, so desire.
<br />5.04 In the event any action, suit, proceeding, claim or demand is made againstt:he
<br />Contractor which the Subcontraotor has herein agreed to indemnify, then the Contractor may
<br />withhol.d from any payment due or hereafter to become due to the Subcontractor hereunder an
<br />amount sufficien.t in its sole judgment to pr:01:ect and indemnify the indemnified party from
<br />such 8cti.on, suit., pr:oceeding, claim or demand, together with legal fees and
<br />disbursements.
<br />5.05 Subcontractor represents that it is an independent conb:actor '!l.nd ne:i. ther
<br />Subcontracto'!': nor any employees of Subcont.ractor !'l.r!!' employees of Contracto:t:.
<br />Subcontract.or shall, at allti.mea, have complete charge and control of i t.l!!t employees
<br />engaged in the performance of the Subcontract Wot:k. Subcontraotor agreel'! to accept full
<br />and exclusive l.iahili ty fQr the payment of any and all contributions or taxes for:
<br />unemployment insur:ance or old age benefits or annuities nOl'1 and hereafter impQaed by any
<br />governmental authority which may be or become payable by r:eason of the Subcontract Wo~k,
<br />and Suboontractor agrees to indemnify, defend and save harmless CQntractor against any
<br />such liability.
<br />VI. ADDITIONAL OBLIGATIONS OF THE SUBCONTRACTOR
<br />6.01 The Subcontraotor shall:
<br />(a) provide and supply, in the performance of the Subcontra.ct Wor.k, a
<br />sufficiency of properly skilled and other workmen and equipment and an adequacy of
<br />materials of the pr:oper qualitcY as requir:ed by t.he Contractor;
<br />(b) abide by the safety rules and r.egul!\tions establ.ished by the ContractQr
<br />and/or prQmulgated by any li'eder.al, state, or LQcal government bQdy or agency with
<br />appropriate jurisdiction;
<br />(c) provide ~ll1ffi.c.ien t, safe and properfacili ties at all times for the
<br />inspection of the Subcontract Work by the ContractQr and any architect or: their aut.horized
<br />representatives; .
<br />(d) employ on the Project only wQrkrnen of such labor affiliatiQns as ar'!!
<br />satisfactory to the Contractor and approved in writing by the Cont.ractor;
<br />(e) pay prQrnptly any and all sum Qr sums of mQney due for. labor., ma.terie.ls
<br />Qr: equipment supplied in cQnnection with the performance of the Suboontract WQrk. This
<br />parag.r.aph is not intended to create any right in ~ny thir.d party. Additionally, the
<br />SubcQntract agr:ees to pay the prevailing wage .for the area and further agrees tQ partake
<br />in <I.ny affirmative action progr:ams which are in effect in the general ar.ea or specifically
<br />on the Projeot. Further, the Subcont.ractor a.grees to eXeOl.lte l!Iuoh docmmentation as may be
<br />r:equired by the General Contractor, the owner or any gover:nmentaJ. authority confirming his
<br />complia.nce wi th the provisions of this Section;
<br />(f) olean up and remove from the Project site all rubbish and d~.bris
<br />resul ting from the performance of Sllbcontract Work;
<br />(g) comply with, and perfQT.m all of the Qbligations of the Contr:actor under
<br />the P.rilwipal Contraot which a.re applicable or r:elated in any manner to the Subcontract
<br />Work;
<br />(h) be responsible fQr: all materials delivered to the site by the
<br />Subcontractor:, the Contractor r the owner or any other par.ty, which materials are to be
<br />installed as part of its contract; and
<br />(i) be responsible for all perils (insurable or. non-insurable) until the
<br />Project is accepted and cornpl.eted by the owner and arohitect.
<br />6,02 In the event that any mater:ials used by the Subcontractor, whether worked or
<br />unworked, or any Contract Work performed by the Subcontractor is rejected by the
<br />Contract.or, the owner Qf the Project, or the A:rohi teet, as defect.i ve or as in anyway
<br />failing to confQrm to the plans and specifications of the Contract Work, whether such
<br />defective work or mater,iaI.s are disoovered before cQmpletion of the Contract Work or
<br />~-dth.i.n a period Qf one (1) year from date of oompletion of the Contr!\ot Work (or such
<br />longer peri.od as may be generally acoepted wi th.i.n the industry), Subcontractor shall:
<br />(a) withiu twenty-four (24) hours after receiving written notice from the
<br />Contractor to that effeot, proceed to remove from the Project site all such defeotive
<br />materials and tQ take down all portions of such defective Contract WQrk;
<br />(b) make gOQd all wor.k in other trades damaged Qr destroyed ther....by; and
<br />.. (0) promptly correct to the satisfaotion of the Contractor any such
<br />defeotJ.ve w(.)rk or replace any suoh defective materials at his own CQst and at t.he
<br />reasonable convenience of the owner.
<br />
<br />In the event tha.t a.ll or any portion. of the Contract Work so re'jected shl'l..tl he of such a
<br />na tur7, or t~e time available fQr cm:np1etion of the whole proj'ecl:: !'Jhall be i"l0 1imi. t.ed,
<br />that l.n the Judgment of the Contractor or: the Arch.itect it ...1i._ll not he exped.i.ent: to order
<br />the same replaced or oorr:ected, the Contr:acto:r. at his option, may deduct f":r.om th'i?! pa~nb!l
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