WHEREAS, SITE Resources Group, Bear Access and Environmental and Force Pile & Foundation (SITE) desires to perform services as directed by a customer (CLIENT) under the following terms and conditions.
NOW THEREFORE, it is agreed as follows:
Section 1. Work. SITE agrees to furnish such supervision, labor, tools, equipment, materials and supplies necessary to perform the work as discussed between SITE and the client
Section 2. Execution of Work. SITE shall prosecute the Work in a prompt manner as directed by CLIENT so as to promote the general progress of the entire Project, and shall not delay or hinder the work of CLIENT. In the event SITE is delayed in the progress of the Work for any reason whatsoever, SITE shall be entitled to a time extension or additional compensation only to the extent the delays are not the result of SITE negligence.
Section 3. Payment. It is agreed between the Parties that SITE shall only be entitled to compensation on the basis of such work as actually been performed. Payment terms shall be net 30 days from approved invoice.
Payment for processing shall be determined by submission of detailed invoices from SITE for Services performed and approved by CLIENT’s representative. The CLIENT shall deduct from payments to SITE the total amount of any monies resulting from any set offs, adjustments, or deductions otherwise provided for. SITE shall be paid by CLIENT after the CLIENT approves the SITE’s invoice for work performed.
SITE shall pay, as and when due, all costs and expenses in connection with Services, equipment furnished or used by it hereto and all personnel employed by it herein.
Section 4. Changes. CLIENT may at any time, by written request to Contractor's authorized representative, make changes in, additions to and omissions from the Work to be performed under this Agreement without invalidating this Agreement. Change will be considered in effect when signed by both parties.
Section 5.Liens and Claims. SITE shall, as and when requested, furnish evidence satisfactory to CLIENT that all amounts due for labour and material furnished by SITE in connection with performance of this Agreement have been paid, including union dues, health, welfare and pension fund payments and payroll taxes. Such evidence shall be furnished in such form and manner as requested by CLIENT, and all statements relative thereto shall, if called for by CLIENT, be made by sworn affidavit or statutory declaration. SITE shall deliver its Work free from all claims, encumbrances and liens.
Section 6. Warranty. All Work shall be performed by SITE in a skillful and workmanlike manner, and SITE expressly warrants that all Work and materials will conform to the provisions, specifications, drawing samples and other descriptions and requirements provided, and will be new and free from defects. All Work and materials shall be subject to the inspection and approval of CLIENT. SITE shall warrant and guarantee the Work, and make good at its own expense, any defect in materials or workmanship which may occur prior to CLIENT’s acceptance.
Section 7. Insurance. Prior to commencement of Work, SITE shall procure, and at all times thereafter maintain with insurers the following minimum insurance:
(a) Commercial General Liability (“CGL”) of not less than $5,000,000 each occurrence/aggregate
(b) Automobile Liability (“AL”) of not less than $5,000,000 each accident, covering “any auto,” or covering all owned, non-owned and hired vehicles used in its operations.
SITE shall cause its subcontractors to procure and maintain the same insurance as outlined above and, if requested, cause CGL, AL, and all excess/umbrella liability insurers to name as additional insured’s the CLIENT, to the maximum limits of liability coverage carried by SITE. If requested to do so, SITE shall obtain certificates of insurance from its subcontractors and deliver them to CLIENT.
Section 8. Indemnity. To the fullest extent permitted by law, SITE specifically obligates itself to Client, as follows:
(a) To defend and indemnify them against and save them harmless from any and all claims, suits, liability, expense or damage for any alleged or actual infringement or violation of any patent or patented right, arising in connection with this Subcontract and anything done thereunder.
(b) SITE agrees to indemnify Client from and against third party claims arising out of the death or bodily injury to any person or the destruction or damage to any third party property, to the extent caused, during performance of and operations of SITE, by the negligent acts, or anyone for whom SITE is legally responsible, subject to the limitations set forth in the Limitation of Liability article of this Agreement. The foregoing indemnity obligations of this paragraph shall apply solely to any such causes of action, damages, costs, expenses or defense obligations covered by SITE’s Insurance specified in this Agreement. The duty to defend, and indemnify, shall not apply to professional liability claims in any manner.
(c) To pay for all materials furnished and Work and labor performed under this Subcontract.
(d) To warrant and guarantee the Work covered by this Subcontract, and to make good, at its own expense, any defect in materials or workmanship which may occur or develop prior to Client's release from responsibility to Owner therefore.
In addition, notwithstanding any suggestion herein or otherwise at law to the contrary, in no event will either party be responsible or liable hereunder or otherwise at law or equity for consequential, indirect, special, incidental, punitive or exemplary damages (including without limitation lost profits, lost revenues, or lost business opportunities; economic loss; lost productivity, downtime or loss of use; overhead expenses; lost savings; or damages to reputation or loss of goodwill), even if the other party has been apprised of the likelihood of such damages. In no event will SITE’s total liability under this Agreement or otherwise relating to the Services exceed an aggregate of the value of this contract for any given instance.
Section 9. Termination. In the event SITE is in default of the terms of this Subcontract, then upon five days’ notice, with opportunity to cure, CLIENT may terminate this Subcontract.
Section 10. Disputes. In the event either party institutes suit in court against the other party or against the surety of such party, in connection with any dispute or matter arising under this Subcontract, the prevailing party shall be entitled to recover reasonable attorney fees in addition to any other relief granted by the court.
Section 11. Safety. SITE shall take all reasonable safety precautions pertaining to its Work and the conduct thereof. Without limiting the generality of the foregoing, it shall comply with all applicable laws, ordinances, rules, regulations and orders issued by any public or governmental body or authority, whether federal, provincial, territorial, or otherwise, including, but not limited to, occupational health and safety legislation and, in addition, the safety measures called for by CLIENT.
Section 13. Assignment. SITE shall obtain the written consent of CLIENT prior to assigning or subletting any of the Work, in whole or in part.
Section 14. Compliance with Law. SITE shall fully comply with all applicable laws, ordinances and regulations, including those related to equal opportunity and discrimination, and shall obtain and pay for all permits, licenses and official inspections necessary for its Work.