1. Subcontractor agrees to complete all items of work specified and listed in this Agreement at the prices set forth for such items of work, all in strict accordance with the plans and specifications for such items of work which are part of the contract between the Contractor and Owner, which plans and specifications are made a part of this Agreement. Subcontractor agrees to assume toward Contractor all of the obligations and responsibilities which the Contractor has assumed toward Owner under the contract between Contractor and Owner.
2. Subcontractor is an independent subcontractor, and all persons employed by Subcontractor in connection herewith shall be Subcontracted employees and not 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 (up to and including death) or harm to persons or property, resulting from, arising out of, or in any way connected with the performance of this Agreement by Subcontractor, except only such injury or harm as may be caused by the sole gross negligence of Contractor.
4. Subcontractor shall, during performance hereof, maintain that amount of insurance as is required of Contractor in the Prime contract, but at a minimum maintain the following insurance, in types and dollar amounts shown below and with insurers satisfactory to Contractor.
5. Coverage Minimum Amount and Limits
- Workers’ Compensation – Statutory Requirements at Location of Work
- Employer’s Liability – To Extent Included in Workers’ Compensation Policy
- Comprehensive General Liability Insurance – $1,000,000 Combined Single Limit BI/PD
- Automobile Liability – $1,000,000 Combined Single Limit BI/PD
- Umbrella Liability – $2,000,000 Each Occurrence
- All Risk – Builder’s Risk Value Project Dependent
6. General liability coverage shall be written so as to include products and completed operations coverage, XCU coverage, independent contractors, blanket contractual liability, and broad form property damage. All insurance shall include a Cross Liability Endorsement. Automobile liability coverage shall include all owned, non-owned, and hired automobiles or vehicles. Minimum coverage (c)and (e) shall apply to the indemnity agreement in paragraph 2 above. Prior to performance of any work, Subcontractor shall furnish Contractor with Certificate of Insurance as evidence of the above required insurance, and such Certificates shall provide for thirty (30) days’ written notice to Contractor 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 and shall be subject to inspection and approval by Contractor. Subcontractor guarantees Subcontractor’s work hereunder for a period of one (1) year after acceptance. Neither acceptance of the work by Contractor nor payment shall relieve Subcontractor from liability under the indemnity clause or any of the guarantees or warranties contained or implied herein. Upon breach of this warranty, Contractor shall be entitled to all applicable remedies at law or in equity, including but not limited to any remedies under the Uniform Commercial Code.
8. Subcontractor shall comply with Owner and Contractor’s jobsite procedures and regulations and with all applicable local, state and Federal laws, rules and regulations and shall obtain all permits required for any of the work to be performed hereunder and shall furnish any bonds, security or deposits required to permit performance of the work. Where applicable, Subcontractor shall comply with Executive Order 11246, Non-Discrimination under Federal Contracts, the provisions of which are by this reference incorporated and made a part to be performed hereunder. Subcontractor shall, at Contractor’s request, discharge any incompetent, dishonest, or uncooperative employees.
9. Subcontractor shall promptly pay all claims of persons or firms furnishing labor, equipment or material used in performing the work hereunder. Subcontractor shall file no liens nor allow any liens to be filed in connection with the work hereunder. Contractor may, as a condition precedent to any payment hereunder, require Subcontractor to submit satisfactory evidence of payment and release of all such claims. If there is evidence of any such unpaid claim, Contractor may withhold any payment until Subcontractor shall furnish such proof of payment and release of claim and shall indemnify and defend Contractor against any liability or loss arising from any such claim.
10. Any subletting or assignment of this Contract, by operation of law or otherwise, without the prior written consent of Contractor shall be void.
11. Neither party, including Contractor, shall be liable to the other for delays 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, or acts of God or the public enemy.
12. Contractor may, at its option, terminate this agreement or any part thereof upon three (3) days’ written notice to Subcontractor. Upon such termination, Subcontractor agrees to waive all claims for damages, including for loss of anticipated profits and claims for costs and expenses associated with unused or idle facilities and the associated overhead thereon, and to accept as its sole remedy for termination the cost of all work performed prior to the date of termination, including reasonable overhead and profit thereon, and reasonable costs incurred by Subcontractor in terminating the work. No such termination shall relieve the Subcontractor of any of its obligations for work performed hereunder.
13. Subcontractor shall be solely responsible for its employees and shall perform all work in accordance with the Occupational Safety and Health Act(OSHA) , the Michigan Occupational Safety and Health Act (MIOSHA) as amended, 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 and without notice to any surety or sureties of Subcontractor, to make changes in the work, either by altering the nature of the same or by adding to or deducting 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 the contract price.
15. Payments shall be made to Subcontractor contingent upon, and approximately five (5) days after Contractor receives payment from Owner for Subcontractor’s work paid for by Owner, subject to retention on monies earned by Subcontractor and as retained by Owner. Before issuance of the final payment, Subcontractor shall submit an affidavit to Contractor that all payrolls, bills for materials and equipment, taxes, and all known indebtedness connected with Subcontractor’s work have been satisfied. Acceptance of final payment shall constitute a full and unconditional waiver and release of all claims and/or liens Subcontractor may have had at the time of application or request for final payment. Subcontractor shall promptly pay all claims of persons or firms furnishing labor, equipment, or materials used in performing Subcontractor’s work hereunder. Contractor may, as a condition precedent to any payment hereunder, require Subcontractor to submit 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.