Common use of Discharge, Indemnification and Withholding of Payment Clause in Contracts

Discharge, Indemnification and Withholding of Payment. Provided that Princeton University has made payments to the Contractor in accordance with the provisions of this Contract, including permitted deductions and withholding, Contractor shall, wholly defend, indemnify and hold harmless Princeton University from and against any and all mechanic’s liens or claims by Contractor’s employees, laborers, material suppliers, Subcontractors, or any others for whom Contractor is responsible in connection with the Work and against all damages, liability, costs and expenses arising out of or relating thereto including all reasonable attorneys’ fees and disbursements (including attorneys’ fees relating to the enforcement of this provision, and any appeals, and in obtaining judgments and collection of such costs and expenses), that Princeton University may suffer or incur as a result thereof. In connection with the foregoing, Contractor shall secure the prompt discharge and/or removal of all mechanic’s liens filed in connection with the Work (by posting a suitable bond pursuant to N.J.S.A. 2A:44A-31 or otherwise) within thirty (30) days of notice from Princeton University. If Contractor fails to commence the process to discharge or remove or bond any lien within five (5) days after notice of the lien, and notify Princeton University thereof in writing that it is doing so, or if Contractor thereafter commences the same but fails to diligently prosecute and achieve such discharge or removal or bonding to the satisfaction of Princeton University in its sole discretion within the thirty (30) days required for such, Princeton University shall, without limitation to Contractor’s full defense and indemnification obligations under this provision, which are in addition to and supplement Clause G2, have the right to remove, discharge or bond such lien and deduct the cost thereof (including the amount paid or bonded plus reasonable attorneys’ fees, disbursements, and other necessary costs) from any payment due the Contractor. Upon the filing of a lien, Princeton University may withhold from Contractor all moneys that Princeton University reasonably determines it may be compelled to pay in discharging such lien, including all costs and reasonable attorney’s fees. The provisions of this paragraph (d) are in addition to any other rights available to Princeton University under the Contract and/or law and shall survive the completion of the Work, its final acceptance, the making of final payment to the Contractor, and/or the termination of the Contract.