This document contains the Terms & Conditions that apply to any work performed by the MCP Facility Services team under a Work Order issued or authorized by a Customer (as identified in a Work Order).  While it is the intent that any work requested will be evidenced in writing as described below, both parties recognize that circumstances may not allow such writing to occur prior to the performance of the Work; in such case, any authorization for work (verbal, text, email, etc.) will be deemed authorization for the work and will be subject to these terms.  This document does not bind a Customer or authorize any work and is of no effect unless and until work is authorized separately, at which point these terms & conditions will apply.

 

1. WORK & PAYMENT
   1. Work to be performed by MCP will be identified and described in individual work orders mutually agreed upon by the parties, which will be substantively in the form attached hereto as Exhibit A (“Work Order”).
   2. Any additions, deletions, revisions, or other changes to the work must be agreed upon by the parties and confirmed by a recordable means. Such means may include a change order, email, text message, voicemail, recording, multiple witnesses, or other similar communications.
   3. MCP shall be entitled to an equitable adjustment to the price and schedule in the event it encounters concealed, unknown, or unforeseen conditions encountered during the work that differ materially from those shown on any drawings, reports, or similar document, if any, from those conditions that would ordinarily be found to exist in similarly situated conditions.
   4. If a timeframe for the performance of the work is required, it will be established in the applicable work order. However, MCP will not be liable for any delay in the progress or completion of the work to the extent caused circumstances beyond its control. MCP will notify Customer of such delay or schedule impact within a reasonable time and may adjust the time for completion and price for the work.
   5. Payment for work performed is due within fifteen (15) calendar days from completion of the work or receipt of an invoice for such work, whichever is earlier. Payments due and not received shall bear interest at the maximum rate allowed by law. All invoices will be sent via electronic mail to the address provided below.  It is Customer’s responsibility to update MCP if the email address needs to be updated.

 

1. WARRANTY & LIMITATIONS
   1. MCP will correct any defective or deficient work discovered during the performance of the work at its sole cost and expense.
   2. MCP warrants that, for a period of one-year from completion of the applicable work, its work (i) will be of good quality and new, unless otherwise agreed, (ii) will conform to the requirements of the applicable documents, if any, and (iii) will be free from defects, except for those inherent in the quality of the work or that the Customer or applicable documents require or permit. This warranty excludes damage or defects caused by abuse, alterations to the work not executed by MCP, improper or insufficient maintenance, improper operation, and/or normal wear and tear under normal usage. Customer must notify MCP immediately upon discovery of any warranty item.  The warranty period is not extended by corrective work.
   3. Neither MCP or Customer will be liable to the other for any special, consequential, incidental, indirect or exemplary damages. MCP’s total aggregate liability under for any action will not exceed the compensation received by under the applicable work order.
   4. The warranties, obligations, liabilities and remedies provided herein are exclusive and in lieu of any other available at law or in equity. To the fullest extent permitted by law, releases from and limitations of liability apply notwithstanding the cause of action or legal theory pursued or that may be applicable.

 

1. SUSPENSION & TERMINATION
   1. In addition to charging interest stated above, if Customer fails to make timely payment(s) for work, MCP may immediately suspend performance of all work. If payment in full is not received within ten (10) calendar days after suspension of work and MCP’s demand for payment, MCP may terminate the Contract.  Upon termination, MCP is eligible to recover all damages as allowed by governing law, subject to any waiver of loss or damage set forth in these Terms & Conditions.  Upon MCP’s suspension of work in accordance with this section, MCP is entitled to any costs related thereto, including stand-by costs, demobilization/remobilization costs, and any stand-by charges or cancellation charges by subcontractors and suppliers.
   2. Customer may suspend work or terminate the work order for their convenience. In such a case, MCP will be paid for all work performed, and any related costs, including stand-by charges, demobilization/remobilization costs, or cancellation charges by MCP and its subcontractors and suppliers.  If Customer suspends the work, MCP will adjust its price for the work according to the above and must be paid in full prior to restarting the work.
   3. If work is suspended for ninety (90) days in the aggregate, MCP may terminate the work and will be paid as if such termination were a termination for Customer’s convenience.
   4. The waiver of any breach of these terms by either party will not operate or be construed as a waiver of any subsequent breach.

 

1. INSURANCE
   1. MCP will maintain commercially reasonable insurance during the performance of work, including, Commercial General Liability, Automobile Liability, and Worker's Compensation and Employers Liability.
   2. Customer shall secure or maintain appropriate property insurance to protect its property and any construction activities/work to their property, with a minimum limit of insurance equal to the replacement value of the work. Customer is solely responsible for the risk of loss of and damage to its property and waives all claims and liability for such loss or damage against MCP. Customer will ensure that its applicable insurance policies provide a waiver of subrogation in favor of MCP and its subcontractors and vendors of any tier.

 

1. MISCELLANEOUS PROVISIONS
   1. 1. Unless otherwise stated in a work order, MCP will pay for any necessary permits, fees, licenses, and inspections required for proper execution and completion of the work.
      2. MCP will indemnify and save harmless Customer from and against claims of third parties for loss, liability, or damage (including reasonable attorneys' fees) that may be sustained by Customer by reason of bodily injury or death to persons or damage to tangible property the extent such is caused by the negligent or intentionally wrongful acts of MCP.
      3. Customer represents and warrants that it has the express authority and ability to authorize work at the property(ies) identified in any work order. Customer will indemnify and hold harmless MCP from any and all claims, disputes, disagreements, or similar instance regarding Customer’s ownership, rights, or ability to order work.
      4. MCP will conduct the work in a manner to reasonably avoid risk of harm to health and safety of persons and property. MCP is solely responsible for and have control over construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the work unless the work order or related documents give other specific instructions regarding these matters.
      5. MCP will (i) confine operations at the applicable site(s) to the areas necessary to perform the work and will not unreasonably encumber the site(s) with materials or equipment, (ii) keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by the work, and (iii) be responsible for any cutting, fitting or patching required to complete the work.
      6. MCP shall be an independent contractor and not an agent or employee of Customer, and may subcontract, in whole or in part, any of the work.
      7. Customer, or its hired design professionals, will furnish all design documents, specifications, necessary surveys, legal descriptions, and other requested information relating to the site referenced in any work order. MCP shall be entitled to rely on the accuracy and completeness of information provided and is not responsible to ascertain the any information provided is accurate or is in accordance with applicable laws, statutes, codes, rules and regulations, or lawful orders of public authorities.
      8. During the term of this Agreement and for a period of 12 months, Customer shall not directly or indirectly solicit for employment any MCP employee(s). In the event of a breach (or multiple breaches) of this provision, Customer shall pay to MCP an amount equal to six months’ total compensation for each employee solicited upon demand.
      9. By signing this Agreement, you, on behalf of yourself and any of your employees and agents, authorize MCP to send notifications regarding upcoming service appointments and/or service reminders via text message or other means.  The frequency of these messages will vary based on services requested and needed at your location.  If at any point anyone so authorized no longer wants to receive those messages, they can reply STOP to opt-out; and if anyone needs assistance, they may reply HELP for support.  Message & data rates may apply as set forth in the applicable messaging and data plans.  This consent and any information provided are for internal purposes only and will not be shared with any third-party for marketing or promotional purposes. Customer will indemnify and defend MCP from any claim by any of its agents, employees, or other similar persons relating to any communication received from MCP related to this provision.

    

   These Terms & Conditions together with each issued Work Order are the entire and integrated agreement between MCP and the Customer for the work and it supersedes all prior negotiations, representations, or agreements, whether written or oral.