1. Subcontractor agrees to complete all items of work specified andlisted in this Agreement at the prices set forth for such items of work, allin strict accordance with the plans and specifications for such items ofwork which are part of the contract between the Contractor and Owner, whichplans and specifications are made a part of this Agreement. Subcontractoragrees to assume toward Contractor all of the obligations andresponsibilities which the Contractor has assumed toward Owner under thecontract between Contractor and Owner.

2. Subcontractor is an independent subcontractor, and all personsemployed by Subcontractor in connection herewith shall be Subcontracted employees andnot employees of Contractor in any respect.

3. Subcontractor shall indemnify and defend Contractor against all suits,actions, loss, damages, expenses, attorney fees and liability for injury (upto and including death) or harm to persons or property, resulting from,arising out of, or in any way connected with the performance of thisAgreement by Subcontractor, except only such injury or harm as may be causedby the sole gross negligence of Contractor.

4. Subcontractor shall, during performance hereof, maintain that amountof insurance as is required of Contractor in the Prime contract, but at aminimum maintain the following insurance, in types and dollar amounts shownbelow and with insurers satisfactory to Contractor.

5. Coverage Minimum Amount and Limits

  1. Workers’ Compensation – Statutory Requirements at Location of Work
  2. Employer’s Liability – To Extent Included in Workers’ Compensation Policy
  3. Comprehensive General Liability Insurance – $1,000,000 Combined Single Limit BI/PD
  4. Automobile Liability – $1,000,000 Combined Single Limit BI/PD
  5. Umbrella Liability – $2,000,000 Each Occurrence
  6. All Risk – Builder’s Risk Value Project Dependent

6. General liability coverage shall be written so as to include products and completed operationscoverage, XCU coverage, independent contractors, blanket contractualliability, and broad form property damage. All insurance shall include aCross Liability Endorsement. Automobile liability coverage shall include allowned, non-owned, and hired automobiles or vehicles. Minimum coverage (c)and (e) shall apply to the indemnity agreement in paragraph 2 above. Priorto performance of any work, Subcontractor shall furnish Contractor withCertificate of Insurance as evidence of the above required insurance, andsuch Certificates shall provide for thirty (30) days’ written notice toContractor prior to cancellation. On all such certificates of insurance,Contractor shall be named as additional insured.

7. All workmanship and materials shall be first class in every respect andshall be subject to inspection and approval by Contractor. Subcontractorguarantees Subcontractor’s work hereunder for a period of one (1) year afteracceptance. Neither acceptance of the work by Contractor nor payment shallrelieve Subcontractor from liability under the indemnity clause or any ofthe guarantees or warranties contained or implied herein. Upon breach ofthis warranty, Contractor shall be entitled to all applicable remedies atlaw or in equity, including but not limited to any remedies under theUniform Commercial Code.

8. Subcontractor shall comply with Owner and Contractor’s jobsite proceduresand regulations and with all applicable local, state and Federal laws, rulesand regulations and shall obtain all permits required for any of the work tobe performed hereunder and shall furnish any bonds, security or depositsrequired to permit performance of the work. Where applicable, Subcontractorshall comply with Executive Order 11246, Non-Discrimination under FederalContracts, the provisions of which are by this reference incorporated andmade a part to be performed hereunder. Subcontractor shall, at Contractor’srequest, discharge any incompetent, dishonest, or uncooperative employees.

9. Subcontractor shall promptly pay all claims of persons or firmsfurnishing labor, equipment or material used in performing the workhereunder. Subcontractor shall file no liens nor allow any liens to be filedin connection with the work hereunder. Contractor may, as a conditionprecedent to any payment hereunder, require Subcontractor to submitsatisfactory evidence of payment and release of all such claims. If there isevidence of any such unpaid claim, Contractor may withhold any payment untilSubcontractor shall furnish such proof of payment and release of claim andshall indemnify and defend Contractor against any liability or loss arisingfrom any such claim.

10. Any subletting or assignment of this Contract, by operation of law orotherwise, without the prior written consent of Contractor shall be void.

11. Neither party, including Contractor, shall be liable to the other fordelays from causes beyond his reasonable control caused by fire, flood,accident, strikes, civil commotion, governmental or military authority,insurrection, riots, embargoes, unavoidable delays in transportation, oracts of God or the public enemy.

12. Contractor may, at its option, terminate this agreement or any partthereof upon three (3) days’ written notice to Subcontractor. Upon suchtermination, Subcontractor agrees to waive all claims for damages, includingfor loss of anticipated profits and claims for costs and expenses associatedwith unused or idle facilities and the associated overhead thereon, and toaccept as its sole remedy for termination the cost of all work performedprior to the date of termination, including reasonable overhead and profitthereon, and reasonable costs incurred by Subcontractor in terminating thework. No such termination shall relieve the Subcontractor of any of itsobligations for work performed hereunder.

13. Subcontractor shall be solely responsible for its employees and shallperform all work in accordance with the Occupational Safety and Health Act(OSHA) , the Michigan Occupational Safety and Health Act (MIOSHA) asamended, and any Owner and/or Contractor health and safety policies or requirements.

14.Contractor shall have the right within the general scope of the work andwithout notice to any surety or sureties of Subcontractor, to make changesin the work, either by altering the nature of the same or by adding to ordeducting from it as more specifically set forth in the contract documents.In the case of such a change, an equitable adjustment shall be made in thecontract price.

15. Payments shall be made to Subcontractor contingent upon, andapproximately five (5) days after Contractor receives payment from Owner forSubcontractor’s work paid for by Owner, subject to retention on moniesearned by Subcontractor and as retained by Owner. Before issuance of thefinal payment, Subcontractor shall submit an affidavit to Contractor thatall payrolls, bills for materials and equipment, taxes, and all knownindebtedness connected with Subcontractor’s work have been satisfied.Acceptance of final payment shall constitute a full and unconditional waiverand release of all claims and/or liens Subcontractor may have had at thetime of application or request for final payment. Subcontractor shallpromptly pay all claims of persons or firms furnishing labor, equipment, ormaterials used in performing Subcontractor’s work hereunder. Contractor may,as a condition precedent to any payment hereunder, require Subcontractor tosubmit satisfactory evidence of payment and release of all such claims.

16. The laws of the State of Michigan shall govern the rights and duties of the parties.

17. All invoices submitted to MPS Group must include the Purchase Order number issued. The Purchase Order document does not create either a contract for a specific term or a contract for a definite amount of services. The relationship between you and MPS Group shall be governed by those terms and conditions set forth in the section entitled “Contact” under Vendor information on the MPS Group website, www.mpsgrp.com (the “General Conditions”). The Commencement of performance by you under this Purchase Order shall conclusively establish that you have read the Terms and Conditions, understand them and agree to be bound by the Terms and Conditions as set forth on the MPS Group website.