Contract - Guaranteed Energy Savings Proj No 124-015 - Veregy

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3 2.2.7.1 VEREGY shall enroll in and verify the work eligibility status of all VEREGY’s newly hired employees through the E-Verify program as defined in IC §22-5-1.7-3. VEREGY is not required to participate should the E-Verify program cease to exist. 2.2.7.2 VEREGY shall not knowingly employ or contract with an unauthorized worker. VEREGY shall not retain an employee or contract with a person for this Project that VEREGY subsequently learns is an unauthorized worker. VEREGY shall not employ any individual on this Project who was required to be verified under IC 22-5-1.7 whose final case result is final nonconfirmation. 2.2.7.3 VEREGY shall require VEREGY’s subcontractors, who perform work under this Contract, to certify to VEREGY that the subcontractor does not knowingly employ or contract with an unauthorized alien and that the subcontractor has enrolled and is participating in the E-Verify program. VEREGY agrees to maintain this certification throughout the duration of the term of a contract with a subcontractor. 2.2.8 As required under IC 5-16-13-11: 2.2.8.1 VEREGY will not pay cash to any individual employed by VEREGY for work done by the individual on the Project; 2.2.8.2 VEREGY will be in compliance with the Federal Fair Labor Standards Act of 1938, as amended (29 U.S.C. 201-209) and IC 22-2-2-1 through IC 22-2-2-8; 2.2.8.3 VEREGY will comply with IC 22-3-5-1 and IC 22-3-7-34; 2.2.8.4 VEREGY will comply with IC 22-4-1 through IC 22-4-39.5; 2.2.8.5 VEREGY will comply with IC 4-13-18-1 through IC 4-13-18-7; and 2.2.8.6 VEREGY will comply with IC 5-16-13-12 to the extent that it is applicable, and provide access to a training program applicable to the tasks to be performed in the normal course of the employees employment with VEREGY. 2.2.9 VEREGY shall retain the payroll and related records of its employees for a period of three (3) years after completion of the Project work and shall provide them for inspection by the department of workforce development upon request which shall maintain the confidentiality of all such records inspected in accordance with IC 22-4-19-6. 2.3 Patent Indemnity 2.3.1 VEREGY shall, at its expense, defend or, at its option, settle any suit that may be instituted against CUSTOMER for alleged infringement of any United States patents related to the hardware manufactured and provided by VEREGY, provided that: 1. Such alleged infringement consists only in the use of such hardware by itself and not as part of, or in combination with, any other devices, parts or software not provided by VEREGY hereunder; 2. CUSTOMER gives VEREGY reasonable notice in writing of any such suit and permits VEREGY, through counsel of its choice, to answer the charge of infringement and defend such suit; and 3. CUSTOMER gives VEREGY all needed information, assistance and authority, at VEREGY's expense, to enable VEREGY to defend such suit. 2.3.2 If such a suit has occurred, or in VEREGY's opinion is likely to occur, VEREGY may, at its election and expense: obtain for CUSTOMER the right to continue using such equipment; or replace, correct or modify it so that it is not infringing; or remove such equipment and grant CUSTOMER a credit therefore, as depreciated. 2.3.3 In the case of a final award of damages in any such suit, VEREGY will pay such award. VEREGY shall not, however, be responsible for any settlement made without its written consent. 2.3.4 This article states VEREGY's total liability and CUSTOMER's sole remedy for any actual or alleged infringement of any patent by the hardware manufactured and provided by VEREGY hereunder. In no event shall VEREGY be liable for any indirect, special or consequential damages resulting from any such actual or alleged infringement, except as set forth in this section 2.3. 2.4 Warranties and Completion 2.4.1 VEREGY warrants CUSTOMER good and clear title to all equipment and materials furnished by VEREGY to CUSTOMER pursuant to this Agreement free and clear of liens and encumbrances. VEREGY hereby warrants that all such equipment and materials shall be of good quality and shall be free from defects in materials and workmanship, including installation and setup, for a period of one (1) year from the date of beneficial use or substantial completion of the equipment