Work Order Agreement (this “Agreement”) between Global Facility Management & Construction, Inc. (“Global”) and you (“Contractor”).
WHEREAS, Global has been retained to provide certain services to its client (the “Client”), and has submitted to Contractor a work request with respect to such services (the “Work Request”); and
WHEREAS, the execution and delivery of this Agreement is a condition to Global providing Contractor with a work order for the services set forth in the Work Request (a “Work Order”);
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth in, and for other good and valuable consideration the receipt and sufficiency of which is hereby confirmed, the parties, intending to be legally bound, agree as follows:
1. ICA. If at the time of execution of this Agreement an independent contractor agreement between Global and Contractor covering services of the type to be covered by the Work Request (the “ICA”) is in place and in effect, then the ICA and this Agreement together shall comprise the entire agreement between the parties regarding the subject matter hereof (and, unless the context otherwise requires, all references herein to “this Agreement” shall mean the ICA and this Agreement). The foregoing notwithstanding, if there is a conflict between the ICA and this Agreement, then this Agreement shall control.
2. SERVICES. Contractor shall use its best efforts in performing the services requested under the Work Order (the “Services”) and shall devote such time and attention to the Services as determined in Contractor’s discretion is necessary to complete the Services in a timely manner, time being of the essence, provided that any time to be spent providing the Services in excess of the time authorized in the Work Order requires Global’s prior written approval. In connection with the performance of the Services, Contractor agrees that it and all of its employees, agents, personnel, consultants, subcontractors, materialmen, and laborers (collectively, the “Contractor Parties”) shall observe all rules and policies of Global, the Client and the owner of the building at which the Services are to be performed (the “Building Owner”), and shall perform the Services in a professional, workmanlike and courteous manner. All Services and will be performed only by individuals who (i) are citizens of the United States or have obtained proper authorization from the United States government to reside in the United States and to be employed by Contractor (and Contractor has obtained a completed Form I-9 Employment Eligibility Verification from each of its employees as required by applicable law), and (ii) have been subjected to a background and criminal check by Contractor or its agent. Contractor shall not utilize subcontractors or otherwise contract out the performance of the Services to any third party except with Global’s advance written consent, which may be granted or withheld in its sole and absolute discretion.
3. INDEMNIFICATION. Contractor shall indemnify and hold harmless Global, Global’s officers, directors, shareholders, Affiliates, employees, representatives, and agents, the Client and Building Owner, and the respective heirs, executors, administrators, successors, assigns, officers, directors, managers, shareholders, members, partners, Affiliates, employees, representatives and agents of each of the foregoing (collectively, the “Indemnitees”), from and against, for and in respect of, any and all liabilities, obligations, contingencies, taxes, fines, deficiencies, demands, assessments, losses, damages, penalties, judgments, awards, costs and expenses which any or all of Indemnitees suffer or incur that arises from, relates to, or is in connection with, and shall reimburse each Indemnitee for all costs, disbursements and fees (including attorney’s fees), as and when incurred, in investigating, preparing, defending, counterclaiming, or settling any claim, action, suit, proceeding or investigation that arises from, relates to, or is in connection with: (a) any action or omission by Contractor or a Contractor Party in connection with the Services; (b) any activities of Contractor or a Contractor Party outside the scope of the Services; (c) any breach by Contractor of this Agreement or the Work Order; (d) any claims against any Indemnitee by a Contractor Party, including claims for wages or for benefits or compensation; or (e) death, personal injury, bodily injury or any real or tangible or intangible property damage or loss resulting from the acts or omissions of Contractor or any Contractor Party in connection with the performance of any Services. Under no circumstance shall this Agreement be interpreted to require Contractor to indemnify any Indemnitee for any Indemnitee’s negligence or wrongdoing. Indemnification under this Section shall operate whether or not Contractor has placed and maintained the insurance required pursuant to this Agreement.
4. INSURANCE. Contractor shall, and shall cause all subcontractors performing the Services to, maintain insurance coverage equal to or greater than the coverage set forth below. Contractor acknowledges and understands that the purchase and maintenance of the insurance described herein shall not release Contractor from its obligations or liabilities in this Agreement including, without limitation, its indemnification obligations hereunder. Furthermore, Contractor is responsible for any losses, claims, and costs of any kind, which exceed the limits of liability or which may be outside the coverage scope of the policies required in this Agreement.
Each of the following required policies shall be underwritten by an insurance company that is authorized to do business in the United States, is legally permitted to issue policies in the state in which the Services are rendered and has a rating of A-VII or better from A.M. Best, and shall provide that no less than thirty (30) days written notice shall be given to Global in the event of any alteration of terms of such policy or of the cancelation or non-renewal thereof.
(a) Workers Compensation Insurance in accordance with applicable laws and, except to the extent prohibited by law, waiver of subrogation shall be provided.
(b) Employers Liability Insurance with a policy limit of not less than One Million dollars ($1,000,000).
(c) Commercial General Liability insurance on ISO Form CG 00 01 or newer, or equivalent, with a combined Bodily Injury and Property Damage limit of not less than One Million dollars ($1,000,000) per occurrence and Two Million dollars ($2,000,000) in the aggregate. The aggregate must be applicable on a per project basis.
(i) Coverage must include the following perils:
(A) Broad Form Blanket Contractual Liability for liability assumed under the Agreement and all other agreements, contracts, purchase orders and/or related proceed orders or change orders relative to the project;
(B) Completed Operations/Products Liability with an aggregate limit of Two Million dollars ($2,000,000);
(C) Broad Form Property Damage;
(D) Personal and Advertising Injury Liability, with limits of liability of One Million dollars ($1,000,000) per offense;
(E) Use of Independent Contractors;
(F) Endorsement on ISO Form CG 20 37, CG 20 38 or equivalent must be furnished reflecting the inclusion of the interests of each Indemnitee and naming each as an additional insured, including completed operations; and
(G) Coverage is to be endorsed to reflect that insurance is to be primary and non-contributory with respect to any other collectable insurance and waiver of subrogation shall be provided for each additional insured.
(ii) The following exclusions, restrictions or limitations of coverage are not acceptable:
(A) Exclusion for bodily injury to employees of Contractor, its independent subcontractors or any entity working on Contractor’s behalf (3rd party action over claims).
(B) Restrictions (designated premises) where insured can work and not work, and any operations exclusions;
(C) Height Restrictions;
(D) Restrictions on type of construction work performed;
(E) Labor Law Exclusions;
(F) Cross Suits “any insured’ vs “any insured”; or
(G) Independent Contractors limitations/restriction/subcontractors warranty endorsement.
(d) Commercial Automobile Liability Insurance covering the use of all Owned, Non-Owned, and Hired vehicles required to be licensed for road use with a combined Bodily Injury and Property Damage Single Limit of at least One Million dollars ($1,000,000) per accident, endorsed to reflect the inclusion of the interests of each Indemnitee and naming each as an additional insured. Waiver of subrogation shall be provided for each additional insured.
(e) Excess/Umbrella Liability Insurance on a follows form basis, with minimum liability limits of One Million dollars ($1,000,000) per occurrence and One Million dollars ($1,000,000) in the aggregate. Such insurance coverage shall be excess over the primary coverages stated in paragraphs 4(b), 4(c), and 4(d) and primary to any coverage independently held by the additional insureds. Waiver of subrogation shall be provided for each additional insured.
CERTIFICATES OF INSURANCE. Contractor shall furnish Global with Certificate(s) of Insurance evidencing the required coverage prior to the commencement of any Services and Certificate(s) of Insurance as evidence of renewal prior to the expiration of each policy. Each Certificate of Insurance must include the following:
a. Global listed as Certificate Holder on all certificates of insurance;
b. Each Indemnitee named as additional insured on the General Liability, including completed operations, Automobile Liability and Excess Liability policies on a primary and non-contributory basis; and
c. Waiver of subrogation in favor of the additional insureds on the General Liability, Automobile Liability, Excess Liability and Workers Compensation policies where permitted by law.
5. TERMINATION. Global reserves the right to terminate the Work Order, or any part hereof, solely for its convenience. Global may also terminate the Work Order, or any part hereof, for cause in the event of any default by the Contractor or if the Contractor fails to comply with this Agreement or the requirements of the Work Order.
6. WAIVER. Global’s failure to insist on performance of any of the terms and conditions or to exercise any of the rights or privileges contained herein, or Global’s waiver of any breach hereunder, shall not thereafter waive any other terms, conditions or privileges contained herein or future breaches.
7. GOVERNING LAW. This Agreement and the Work Order shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York without giving effect to the conflict of laws rules thereof to the extent that the application of the law of another jurisdiction would be required thereby. The parties hereby irrevocably (i) submit to the exclusive jurisdiction of any state or federal court of competent jurisdiction sitting in (or with jurisdiction over) the State of New York, County of Nassau, in any claim, action or proceeding arising out of or relating to this Agreement or the work order, (b) agree that all claims with respect to such claim, action or proceeding shall be heard and determined in such a state or federal court, (c) waive, to the fullest extent possible, and agree not to assert, as a defense in any such claim, action or proceeding that such claim, action or proceeding may not be brought or is not maintainable in such court, that the venue thereof may not be appropriate or is inconvenient, or that this Agreement or the Work Order may not be enforced in or by such court, and (d) WAIVE, TO THE FULLEST EXTENT POSSIBLE, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR WORK ORDER. The parties hereby consent to and grant such court jurisdiction over the persons of such parties and over the subject matter of any such dispute, and agree that delivery or mailing of process or other papers in connection with any such claim, action or proceeding in such manner as may be permitted by applicable law shall be valid and sufficient service thereof.
8. REPRESENTATION. Contractor warrants and represents that the individual accepting this Agreement on behalf of Contractor has authority to enter into this Agreement on behalf of Contractor, and that upon acceptance, the Agreement shall be binding upon Contractor.