WHEREAS, Global Facility Management & Construction Inc. (“Global”) has been retained to provide certain services to its client (the “Client”), and has submitted to you (“Vendor”) a request for proposal with respect to such services (the “RFP”);
WHEREAS, the services are to performed at the real property located at the address stated in the RFP (the “Premises”);
WHEREAS, Vendor has requested that Global grant access (or cause access to be granted) to the Premises in order that Vendor and its personnel be able to conduct a walk-through of the Premises for purposes of responding to the RFP (the “Inspection”); and
WHEREAS, Global is willing to grant (or cause to be granted) access to the Premises to Vendor, conditioned upon Vendor’s agreeing to, among other things, release and provide indemnification for the benefit of Global, the Client, the Premises owner, and their respective parents, subsidiaries, affiliates, successors, assigns and each of their officers, directors, shareholders, members, employees, agents and representatives (collectively, “Global Parties”) as set forth herein.
NOW THEREFORE, in consideration of the Vendor’s access to and entrance into the Premises, and for other good and valuable consideration the receipt and sufficiency of which is hereby confirmed, Vendor agrees as follows:
1. Release. Vendor assumes and accepts all risk and liability for (and shall not seek recourse against any Global Party with respect to) any and all losses, damages (including, without limitation, consequential damages), expenses, costs, personal injuries, and deaths which it or its personnel or agents (collectively, the “Vendor Parties”) may suffer or sustain while on, in, about or around the Premises in connection with performing the Inspection (collectively, “Vendor Losses”); and on behalf of itself, the other Vendor Parties, and each of their respective heirs, executors, administrators, assigns and other persons claiming or that might claim by, under or through any of them, hereby remises, releases and forever discharges the Global Parties from any and all Vendor Losses which any one, some or all of them may suffer or sustain, notwithstanding that the same may be due to the acts, omissions or negligence of the Global Parties or due to condition of the Premises.
2. Indemnification. Vendor shall defend, indemnify and hold harmless the Global Parties from and against any and all liabilities, claims, demands, penalties, fines, settlements, damages (including, without limitation, consequential damages), costs, expenses and judgments of whatever kind or nature incurred by the Global Parties, or any of them, that directly or indirectly arise from, relate to, or are caused by, in whole or in part, Vendor’s occupancy of, entry upon, or use of the Premises.
3. ICA. If an independent Contractor Agreement (“ICA”) between Global and Vendor is in place, then the ICA and this Access Agreement together comprise the entire agreement between the parties regarding the subject matter hereof. In such case, if there is a conflict between the ICA and this Access Agreement, then the ICA controls.