Laserfiche WebLink
6.7.4 Deficiencies in the Work discovered after Substantial Completion shall be corrected by <br /> Design-Builder under Sections 2.9 and 2.10 herein or as otherwise provided in the Contract <br /> Documents, and shall not be a reason to withhold final payment from Design Builder, provided, <br /> however, that Owner shall be entitled to withhold from the Final Payment the reasonable value of <br /> completion of such deficient work until such work is completed. <br /> Article 7 <br /> Indemnification <br /> 7.1 Patent and Copyright Infringement <br /> 7.1.1 Design-Builder shall defend any action or proceeding brought against Owner based on any <br /> claim that the Work, or any part thereof, or the operation or use of the Work or any part thereof, <br /> constitutes infringement of any United States patent or copyright, now or hereafter issued. Owner <br /> shall give prompt written notice to Design-Builder of any such action or proceeding and will <br /> reasonably provide authority, information and assistance in the defense of same. Design-Builder <br /> shall indemnify and hold harmless Owner from and against all damages and costs, including but <br /> not limited to attorneys' fees and expenses awarded against Owner or Design-Builder in any such <br /> action or proceeding. Design-Builder agrees to keep Owner informed of all developments in the <br /> defense of such actions. <br /> 7.1.2 If Owner is enjoined from the operation or use of the Work,or any part thereof,as the result <br /> of any patent or copyright suit, claim, or proceeding, Design-Builder shall at its sole expense take <br /> reasonable steps to procure the right to operate or use the Work. If Design-Builder cannot so <br /> procure such right within a reasonable time, Design-Builder shall promptly, at Design-Builder's <br /> option and at Design-Builder's expense, (i)modify the Work so as to avoid infringement of any such <br /> patent or copyright or (ii) replace the Work with Work that does not infringe or violate any such <br /> patent or copyright. <br /> 7.1.3 Sections 7.1.1 and 7.1.2 above shall not be applicable to any suit, claim or proceeding <br /> based on infringement or violation of a patent or copyright(i) relating solely to a particular process <br /> or product of a particular manufacturer specified by Owner and not offered or recommended by <br /> Design-Builder to Owner or(ii)arising solely from modifications to the Work by Owner or its agents <br /> after acceptance of the Work. If the suit, claim or proceeding is based upon events set forth in the <br /> preceding sentence, Owner shall defend, indemnify and hold harmless Design-Builder to the same <br /> extent Design-Builder is obligated to defend, indemnify and hold harmless Owner in Section 7.1.1 <br /> above. <br /> 7.1.4 The obligations set forth in this Section 7.1 shall constitute the sole agreement between <br /> the parties relating to liability for infringement of violation of any patent or copyright. <br /> 7.2 Tax Claim Indemnification. If, in accordance with Owner's written direction, an exemption for all <br /> or part of the Work is claimed for taxes, Owner shall indemnify, defend and hold harmless Design- <br /> Builder from and against any liability,penalty,interest,fine,tax assessment,attorneys'fees or other <br /> expenses or costs incurred by Design-Builder as a result of any action taken by Design-Builder in <br /> accordance with Owner's directive. Owner shall furnish Design-Builder with any applicable tax <br /> exemption certificates necessary to obtain such exemption, upon which Design-Builder may rely. <br /> 7.3 Payment Claim Indemnification. Providing that Owner is not in breach of its contractual <br /> obligation to make payments to Design-Builder for the Work, Design-Builder shall indemnify,defend <br /> and hold harmless Owner from any claims or liens brought against Owner or against the Project <br /> or the bonds or retainage as a result of the failure of Design-Builder, or those for whose acts it is <br /> responsible,to pay for any services,materials, labor,equipment,taxes or other items or obligations <br /> furnished or incurred for or in connection with the Work. Within three(3) days of receiving written <br /> notice from Owner that such a claim or lien has been filed, Design-Builder shall commence to take <br /> the steps necessary to discharge said claim or lien, including, if necessary, the furnishing of a lien <br /> bond. If Design-Builder fails to do so, Owner will have the right to discharge the claim or lien and <br /> East Clearwell Project General Conditions of Contract Page 16 <br />