9. FAILURE TO PAY CLAIMS: Subcontractor warrants that he has sufficient funds and credit to pay currently all bills incurred in the performance of the work
hereunder without the necessity of resorting to earnings for work performed and agrees that failure to pay such bills shall be a breach of the subcontract for which
Contractor may, but shall not be required to, withhold all sums otherwise payable hereunder for past and future earnings until Subcontractor presents satisfactory
evidence of payment and in case any such bill or claim is disputed by Subcontractor, Contractor may for the purposes of this Section, consider the same to be
valid until discharged and released or until satisfactory security is given for Contractor's Indemnification. The failure of Contractor to invoke this paragraph on any
one occasion or on any series of occasions shall not amount to a waiver of the rights granted hereunder. At Contractor's option, Contractor may, but shall not be
required to pay any such bill or claim and recover the same from Subcontractor or any Surety or deduct the same from claim and recover the same from
Subcontractor or any Surety or deduct the same from any payments (progress or retainage) otherwise due hereunder.
10. DEFAULT: Should Subcontractor at any time fail to perform any one or more of the agreements herein contained, or fail to avoid Bankruptcy, Receivership
or Attachment, or abandon the work, any such failure or abandonment shall amount to a default hereunder and Contractor may, at Contractor's option, after 48
hours notice to Subcontractor, provide the labor, materials, equipment and supplies and other items necessary to perform the work and discharge the other
obligations assumed by Subcontractor and recover the cost thereof from Subcontractor, and may deduct such cost from any money then due or thereafter to
become due to Subcontractor, under this Subcontract or otherwise, or Contractor, at Contractor's option, may terminate Subcontractor and take over the work
and complete the same or re-let the subcontract, deducting in any case the cost thereof (including a reasonable allowance to Contractor for use of Contractor's
equipment based on A.E.D. rental rates and reasonable allowance for overhead expense) from the payments that would otherwise be due hereunder. Should
such cost of completing or reletting the work exceed that remaining unpaid hereunder, then such excess shall be the liability of Subcontractor payable on
demand. In case of any default hereunder, Contractor may take exclusive possession of any materials and equipment on the project belonging to Subcontractor
and use the same in the completion of the work, free of all claims for the value of said materials and for the rental or use of said equipment and free of all claims
for damage to said equipment from abuse or otherwise.
11. INDEMNITY: In full exoneration of Contractor, Subcontractor shall faithfully complete the work hereunder to the satisfaction of the Owner and shall promptly
pay all claims for labor, materials, equipment, supplies and other items, including but not limited to premiums incurred for surety bonds and insurance and all
taxes, licenses and assessments, with damages, penalties and interest thereon, pertaining to or arising out of the subcontract work and for which Contractor may
be held liable on the Prime Contract bond or otherwise. Subcontractor shall also pay all of the expense and cost and attorney's fees incurred in the enforcement
of the conditions and obligations of this subcontract and of any bond furnished in connection herewith or incurred in the investigation or defense of any action
arising out of this subcontract or out of the nonpayment of any claim of any third party, whether such claim is valid or not, or out of the performance or non-
performance of the work hereunder. Subcontractor shall also pay all of the expense, cost, and attorneys' fees for which Contractor may be liable on the Original
Contract bond or otherwise to persons furnishing labor, materials, equipment, supplies and other items therefor. Subcontractors agree to place Contractor in
funds to discharge any claims, demands, costs and attorneys' fees as aforesaid and to hold and save Contractor harmless from all liability and loss in reference
thereto.
12. ASSIGNMENT OF SUBCONTRACT: Subcontractor shall not assign all or any part of this subcontract or sub-let all or any part of the work provided for
hereunder without the prior written consent of Contractor, but in any event, and without regard to whether such consent is given or not, Subcontractor agrees to
indemnify and save Contractor harmless, as hereinabove set forth, although claims are based upon items supplied to an assignee or Subcontractor of the
undersigned Subcontractor or to any other party (no matter how remote or disconnected) performing or having any connection whatever with the performance of
the subcontract work and for which Contractor may be liable on the Prime Contract bond or otherwise. No assignment or subletting, with or without consent, shall
relieve the undersigned Subcontractor from any obligation herein assumed.
13. LICENSES, TAXES AND PERMITS: Subcontractor agrees to comply with all public laws, codes, regulations and ordinances in effect where the work under
this subcontract is to be performed, and to pay all fees, licenses, permits and expenses required by such compliance, and also, to the extent that Contractor is or
may be held liable therefor, to pay all taxes and contributions imposed or required by any law relating to the employees of Subcontractor and to the performance
of said work and completion of this subcontract. Subcontractor further agrees to pay applicable Bank Exchange and Bond Premium Charges.
14. WORKMEN: Neither Subcontractor nor any of Subcontractor's assigns shall employ or keep any workman whose employment on the work covered by the
subcontract is objected to by the Owner or by Contractor.
15. DEFECTIVE WORKMANSHIP OR MATERIALS: No payment made under this subcontract shall be construed as an acceptance of any defective work or
improper materials, and Subcontractor agrees to guarantee and does hereby guarantee the work under this subcontract against all defects of workmanship or
materials to the same extent as liability may be imposed upon Contractor under the terms of the Original Contract. Subcontractor shall remedy any defects in the
work and pay for any damage to other work resulting therefrom, which shall appear within a period of one year from the date of final acceptance by the Owner
under the Original Contract.
16. BOND Prior to any payment by the Contractor provided herein, the Subcontractor shall furnish Contractor with a surety bond, with a satisfactory corporate
Surety, in an amount equal to 100% of the total amount of this Subcontract. The liability of the Surety on said bond shall be joint and several and shall include all
of the performance and payment and other obligations, liabilities, covenants and conditions as herein assumed by Subcontractor, whether expressly referred to in
said bond or not, and whether arising before or after any default, and any provision of such bond to the contrary or by which liability is sought or claimed to be
limited or restricted shall be of no force or effect.
