1. Industrial Maintenance Services, Inc., at any time before completion and final acceptance of the work may order any changes or alterations in the work required to be performed by the Subcontractor but no such changes or alterations shall be made unless the same is ordered by Industrial Maintenance Services, Inc. in writing before the commencement thereof. The Subcontractor shall disclose only to Industrial Maintenance Services, Inc. any price or quotation on the cost of contemplated changes or alterations in the work. The Subcontractor shall not, during the progress of the work covered by the general contract, negotiate directly with the Owner for any additions or alterations on the project covered hereunder. All such negotiations shall be with Industrial Maintenance Services, Inc.
2. To the fullest extent permitted by law, the Subcontractor shall indemnify, and hold harmless, and defend the Owner, Contractor, Architect, Architect’s consultants, and the agents and employees of any of them from and against all injuries, claims, damages, losses and expenses, included but not limited to attorney’s fees, directly or indirectly arising out of or resulting from performance of the Subcontractors’ Work under this Subcontract, provided that such claim, damage, loss or expense is attributable to injury, sickness, disease or death, or to injury or destruction of tangible property(other than the Work itself), but only if the claim, damage, loss or expense is caused by, connected with, arising out of or resulting from an act or omission of the Subcontractor, the Subcontractor’s Subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable. The Subcontractor shall not be required by this agreement to indemnify a party for that portion of any loss that is directly attributable to the negligence of the party to whom indemnification is owned, except to the extent such indemnification is permitted by law.
3. The Subcontractor shall maintain at all times during the performance of said work, adequate workmen’s compensation insurance to cover all employees engaged in such work, and also adequate insurance or bond satisfactory to Industrial Maintenance Services, Inc. against such claims for injury or damage to persons or property (including Industrial Maintenance Services, Inc. employees and property) that may arise from any acts or omissions in the performance of said work. Certificates of insurance, in the amounts specified by Industrial Maintenance Services, Inc., shall be filed and approved by Industrial Maintenance Services, Inc. before work commences.
4. Subcontractor shall maintain workers compensation, general liability, and automobile for the minimum amount required by the general contract that this subcontract applies to or as outlined below, or whichever limits and coverage’s are higher. Insurance certificates shall be provided. Attached to each certificate of insurance shall be a copy of the Additional Insured Endorsement that is part of the Subcontractors Commercial General Liability Policy. These certificates and the insurance policies shall contain a provision that coverage is afforded under the policies will not be cancelled or allowed to expire until 30 days prior written notice has been given to Industrial Maintenance Services Inc. The Owner, Architect, Engineer and Industrial Maintenance Services Inc. shall be named as an additional insured on a primary and non-contributory basis on all liability and excess policies. Coverage for Industrial Maintenance Services Inc. shall include completed operations coverage.
Minimum Insurance Requirements:
A. Commercial liability [CGL] with limits of Insurance of not less than $1,000,000 each occurrence and $2,000,000 Annual Aggregate.
1. If the CGL coverage contains a General Aggregate Limit, such General Aggregate shall apply separately to each project.
2. CGL coverage shall be written on ISO Occurrence form CG 00 01 1093 or a substitute form providing equivalent coverage and shall cover liability arising from premises, operations, independent contractors, products-completed operations and personal and advertising injury.
3. General Contractor, other parties required of Industrial Maintenance Services, Inc., shall be included as insured on the CGL, using ISO Additional Insured endorsement CG 20 10 11 85 or an endorsement providing equivalent coverage to the additional insured. This insurance for the additional insured shall be as broad as the coverage provided for the named insured subcontractor. It shall apply as Primary and non-contributing Insurance before any other insurance or self-insurance, including any deductible, maintained by, or provided to, the additional insured.
4. Subcontractor shall maintain CGL coverage for itself and all additional insured for the duration of the project and maintain Completed Operations coverage for itself and each additional insured for at least 3 years after completion of the work.
5. Where applicable professional liability insurance Coverage shall be added to the policy.
B. Automobile liability.
1. Business Auto liability with limits of at least $1,000,000 each accident.
2. Business Auto coverage must include coverage for liability arising out of all owned, leased, hired and non owned automobiles.
3. Industrial Maintenance Services, Inc., Owner and all other parties required of Industrial Maintenance Services, Inc., shall be included as insured on the auto policy.
C. Commercial Umbrella
1. Umbrella limits must be at least $1,000,000.
2. Umbrella coverage must include as insured all entities that are additional insured on the CGL.
3. Umbrella coverage for such additional insured shall apply as primary before any other insurance or self insurance, including any deductible, maintained by, or provided to, the additional insured other than the CGL, Auto Liability and Employers Liability coverage maintained by the subcontractor.
D. Workers Compensation and Employers Liability.
1. Employers Liability Insurance limits of at least $500,000 each accident for bodily injury by accident and $500,000 for each employee for injury by disease.
2. Where applicable, U.S. Longshore and Harborworkers Compensation Act Endorsement shall be attached to the policy.
3. Where applicable, the Maritime Coverage Endorsement shall be attached to the policy.
4. If Sole Proprietor is applicable please provide Sole Proprietor exclusion form.
E. Waiver of Subrogation.
F. Subcontractor waives all rights against Industrial Maintenance Services, Inc., Owner and Architect and their agents, officers, directors and employees for recovery of damages to the extent these damages are covered by commercial general liability, commercial umbrella liability, business auto liability or workers compensation and employers liability insurance maintained per requirements stated above.
5. The Subcontractor agrees to accept full and exclusive liability for the payment of all sales, use and similar taxes, transportation taxes, and all contributions and taxes for unemployment insurance or old age rights, annuities, or pensions now and hereinafter imposed by the United States or any state or governmental subdivision thereof, measured by the wages, salaries, or other remuneration paid to persons employed by the Subcontractor and engaged in the performance of the work; and the Subcontractor further agrees to comply with all rules and regulation applicable thereto, including sales and transportation tax. In the event Industrial Maintenance Services, Inc. is held liable to pay such tax or contribution, the Subcontractor agrees to supply Industrial Maintenance Services, Inc. upon demand for the amount thereof, (including penalties and interest) paid by Industrial Maintenance Services, Inc.; and Industrial Maintenance Services, Inc. shall have the further right to deduct any amount so paid from any sums due to the Subcontractor by Industrial Maintenance Services, Inc.
6. The Subcontractor shall not assign this contract or sublet any portion of said work without the written consent of Industrial Maintenance Services, Inc.
7. In the event the Subcontractor shall at any time, when this contract is in effect, be adjudicated, bankrupt or shall make an assignment for the benefit of creditors or shall commit any act of insolvency, or shall fail to pay promptly when due all charges for labor and materials used in the performance of this contract, and/or the Subcontractor shall neglect to perform the work properly or shall fail to perform any provisions of this contract, Industrial Maintenance Services, Inc., after two (2) days written notice to the Subcontractor to make good the deficiency and after the failure of the Subcontractor to do so, may terminate the contract and take possession, for the purpose of completing the work hereunder, of all drawings, materials, tools, and appliances belonging to the Subcontractor, and shall finish the work by such means as he sees fit, and at the usual and prevailing price for work of this character in the community. If the unpaid balance of the contract exceeds the expense of finishing the work, such excess shall be paid to the Subcontractor, but if such expense exceeds unpaid balance, the Subcontractor shall pay the difference to Industrial Maintenance Services, Inc. Inasmuch as the injury or damage to Industrial Maintenance Services, Inc. by reason of the failure of the performance hereunder by the Subcontractor is difficult to determine with any degree of certainty, it is agreed that in computing the expense of finishing the work above provided, there shall be added to such expense a sum equal to ten (10) percent of the actual money out lay for such finishing, and said amount is hereby agreed upon, fixed, and determined by the parties hereto as the liquidated damages that Industrial Maintenance Services, Inc. will suffer by default and not by way of penalty.
8. The Subcontractor agrees to fully do and perform this work and in all things execute and complete this contract within the time herein limited for that purpose or within said terms as it may be extended by reason of delay, changes, additions, or other reasons called for or allowed by Industrial Maintenance Services, Inc. and the Architect and/or Engineer, and should the Subcontractor fail to complete the work or deliver the material within the time agreed upon, the Subcontractor agrees to pay and will pay to Industrial Maintenance Services, Inc. for each and every day of such delay beyond the time of completion of work or delivery of materials as herein defined the sum of which is specified in the contract, which in either case is hereby fixed, in view of the difficulty of estimating such delay, agreed upon, and determined by the parties hereto as the liquidated damages that Industrial Maintenance Services, Inc. will suffer by such default, and not by way of penalty shall be deducted as such from the balance due to the Subcontractor. Should the damages exceed the sum due or to become due, the Subcontractor then, and in that event, shall be liable to Industrial Maintenance Services, Inc. for such difference.
9. All work shall be done under the direct supervision Industrial Maintenance Services, Inc. authorized representative in a thorough, workman-like manner and all labor and materials are to be the best of their kind, and the work shall be done in compliance with the plans and specifications to the satisfaction of Industrial Maintenance Services, Inc. or his representative. The Subcontractor is, however, to be responsible for the proper location of the work and the performance thereof in accordance with the plans and specifications. It is the responsibility of the Subcontractor to follow the progress of the job and to co-operate with other trades to avoid delays of any kind.
10. The Subcontractor shall be responsible for and required to meet all inspection requirements imposed by the Owner as mentioned in the specifications and in the event of rejection by the said Owner, shall repair or correct the work to meet the requirements. Fees or penalties caused by this rejection shall be paid by the Subcontractor.
11. No temporary office building or other building shall be placed on the job-site by the Subcontractor until approval in writing of the location, and design has been first received by Industrial Maintenance Services, Inc.
12. The Subcontractor agrees to notify Industrial Maintenance Services, Inc. Job Superintendent upon the arrival of the Subcontractor to the jobsite. Before leaving the job, because of completion or for any other reason, the Subcontractor shall obtain permission from the Job Superintendent.
13. The Subcontractor agrees to assume all expenses in connection with progress and final cleanup of his debris and with engineering services required in the layout of his work; and agrees to assume responsibility for accuracy of the same.
14. If at any time during one year from the date of completion and acceptance of the work by the Owner any part of the materials or workmanship furnished by the Subcontractor shall prove to be defective or not in conformance with plans and specifications, the Subcontractor will, upon receipt of written notice to this effect from the Contractor, repair or replace to the satisfaction of the Contractor, without cost to the Contractor.
15. The Subcontractor shall abide by all labor agreements of the Project and shall be responsible for any picketing or troubles caused by the Subcontractor’s actions or his employees.
16. The Subcontractor shall promptly deliver shop drawings and other data required by the specifications and the Contractor and shall commence the work hereunder under the order of the Contractor and diligently prosecute the work to completion in accordance with the plans hereof and to meet the requirements of the Contractor’s progress schedule.
17. Insofar as the same are applicable to the work covered in this contract, the Subcontractor agrees to be bound to the Contractor by the terms of the general contract between the Contractor and the Owners specifications in connection therewith and to assume toward the Contractor all obligations and responsibilities the Contractor by these documents assumes toward the Owner. In particular, but without limitations, the Subcontractor agrees: That the determination of any disputed questions made pursuant to the provisions of the general contract and the general conditions, plans and specifications in connection therewith shall be binding upon the Subcontractor. That the provisions of the General Contract with the respect to the termination of the General Contract shall be applied to this subcontract and shall be binding upon the Subcontractor. That in all respects the relationships of the Contractor and the Subcontractor are to be governed by the plans and specifications named above, by the agreement, and by the general contract so far as is applicable to the work thus sublet.
18. If, as a result of fire, earthquake, act of God, war, strikes, picketing, boycott, lockouts, or any other causes beyond the control of the Contractor, the Contractor shall consider it inadvisable to proceed with the work hereunder, then, the Subcontractor shall, upon receipt of written notice thereof from the Contractor, immediately discontinue any further work hereunder, until such time as the Contractor shall deem it advisable to resume such work The Subcontractor shall resume said work hereunder promptly upon receiving notice form the Contractor to do so, and the Contractor shall not be liable for any such damages due to such cessation of work as a result of these causes.
19. The Subcontractor shall give his personal superintendent to the work or have a competent foreman or superintendent, satisfactory to the Contractor, on the work at all times during progress, with authority to act for the Subcontractor.
20. All work under this contract shall be performed in a skilful and workmanlike manner. The Contractor may require the Subcontractor to remove from the work any employee the Contractor deems incompetent, careless, undesirable for security reasons, or otherwise objectionable.
21. The Subcontractor shall furnish sufficient work forces, construction plant, and equipment and shall work such hours, including night shifts, overtime operations, Sunday and holiday work, as may be necessary, to insure the prosecution of the work in accordance with the weekly updated progress schedule If, in the opinion of the Contractor the Subcontractor falls behind the schedule, the Subcontractor shall take such steps as may be necessary to improve his progress, and the Contractor may require him to increase the number of shifts and/or overtime operations, days of work and/or the amount of construction plant, all without additional cost to the Contractor or the Owner.
22. Extra Work Not In Scope: All work deemed extra and not in original scope must be approved in writing by the Project Manager assigned by IMS. At no time shall extra work be executed or submitted for payment without prior approval and receipt of an official change order from IMS.
23. The waiver by the Contractor of any of the above terms and conditions shall not be deemed a waiver of any of the other terms and condition.
24. Invoicing cut off for this project will be on the 20th of the month. All invoices to be submitted directly to the Main Office at P.O. Box 369, Wells MI 49894 or submitted via email to bsoper@imscontracting.com DO NOT SEND YOUR INVOICES DIRECTLY TO THE PM FOR THE PROJECT. Subcontractor must have their invoices received by the 20th of the month in order to have processed with the pay request. Payments will be made to Subcontractor within 30 days from the approved pay application from the Owner. The Subcontractor offers a discount of ____% if paid in 10 days from receipt of invoice, a discount of ___% is offered if paid within 20 days from receipt of invoice. Any discrepancies from the Owner of the percents complete will be adjusted. A 10% Retainage will be held on all Subcontractors until the final pay request is submitted and all closeout documents have been received. Full unconditional waivers will be required from all Subcontractors suppliers before final payment is made. Unless the Subcontractor has issued a performance and payment bond for this project at no time will they be allowed to bill for materials stored off site.
25. The Subcontractor will perform its work in a safe manner; comply with all environmental safety and health requirements that may be required by the Contractor and Owner and comply with all applicable laws, codes, ordinances, rules, regulations, and lawful orders of all public authorities.
26. The Subcontractor has the sole and complete obligation to provide a safe and healthful working environment for its employees and for others persons at the project site who may be exposed to Subcontractors work.
27. The Subcontractor and its lower-tier Subcontractors are responsible for the development, implementation, administration and enforcement of their individual safety and health programs, regardless of any safety or first aid personnel the CONTRACTOR may have assigned as oversight to the project site or facility.
28. The Subcontractor shall ensure that these safety and health requirements are passed on to its Subcontractors.
29. The Subcontractor is responsible for assuring that project supervisors are trained in safety procedures and that designated “Competent Persons” meet all training and experience requirements necessary to comply with OSHA directives.
30. All salvage rights for demolition materials on this project will be the sole rights of the Contractor.
31. The use of Contractors or Owner tools by the Subcontractor or any of the second tier Subcontractors if strictly prohibited.