Indiana University Agreement Between Owner And Consultant for Non-Construction Projects

Transcription

1 Indiana University Agreement Between Owner And Cnsultant fr Nn-Cnstructin Prjects This AGREEMENT is made: (Date) BETWEEN the Owner: The Trustees f Indiana University 1800 N. Range Rad Blmingtn, IN and the Cnsultant: fr the fllwing Prject: (prject name & prject number) (insert r attach prject descriptin The Owner and Cnsultant agree as fllws: 1

2 ARTICLE 1 CONSULTANT S RESPONSIBILITIES 1. During the Preliminary Phase, the Cnsultant and Cnsultant s subcntractrs r ther cnsultants engaged r emplyed by Cnsultant shall perfrm the fllwing tasks: 1.1 Visit the prject facility, inspect the area t be studied and gather data t prepare a scpe f wrk, budget, and schedule; 1.2 Prvide the Owner a written descriptin/scpe f wrk required t meet prject gals. Include as much relevant data as pssible and as required; 1.3 Prvide the Owner with an estimated cst t accmplish the wrk, including cst f materials, cst f labr, and ther related csts; 1.4 Develp a preliminary design slutin r reprt based n the apprved prject requirements; arrange meetings with the Owner, Cnsultant and Users t review design, reprt, budget and schedule; 1.5 Submit schedules, as applicable, f all key events such as: prgram meetings; review f dcument meetings, drawing submittal dates, bid date and prjected cmpletin f the wrk; 1.6 Utilize Indiana University s Architecture and Engineering standards when applicable. The standards are meant as a guideline. In n case shuld the prject Cnsultant vilate applicable cdes, regulatins, r gd building practices. ARTICLE 2 TRANSFER OF COPYRIGHT The Cnsultant acknwledges and agrees that all reprts, design, drawings, specificatins and ther dcuments r wrks prepared by, r hereafter t be prepared by, the Cnsultant, in whle r in part, in cnnectin with the prject ( Prject Drawings ), including, but nt limited t, all wrks based upn, derived frm r incrprating the Prject, are intended t be the sle prperty f the Owner. The Cnsultant hereby expressly transfers t the Owner the exclusive right t any and all cpyright interest in the Prject and t any material bject in which all r any part f the Prject is embdied. 2

3 ARTICLE 3 TERMINATION, SUSPENSION OR ABANDONMENT 3.1 In the event f the Owner terminatin, suspensin r abandnment f the prject, the Cnsultant shall be equitably cmpensated by the Owner fr services perfrmed t the date f terminatin, suspensin r abandnment. 3.2 Either the Cnsultant r the Owner may terminate this Agreement with r withut cause after giving n less than seven (7) days written ntice t the ther party. 3.3 In the event f terminatin, suspensin, abandnment r cmpletin f the prject, the Cnsultant shall deliver t the Owner within seven (7) days all Prject Drawings, whether cmplete r incmplete, nt previusly delivered t the Owner during the curse f the prject. The Owner, as the hlder f the exclusive right t any and all cpyright interest in the Prject Drawings, as prvided in Article 2, shall have the right t use and reuse any and all Prject Drawings, Study cnclusins, and ther supprting dcuments fr any purpse in cnnectin with the prject, including, but nt limited t, its cmpletin using entities ther than the Cnsultant, at the Owner s sle discretin and at n additinal cst t the Owner. 3.4 Since the dcuments prvided under 3.3 may be incmplete, in the event that the Owner chses t use the Dcuments prvided t cntinue r cmplete the prject using the services f thers, the Owner agrees t release the Cnsultant frm any damage, liability r cst t the Owner arising ut f the use f the Dcuments prvided. ARTICLE 4 MISCELLANEOUS PROVISIONS 4.1 This agreement shall be gverned by the law f the State f Indiana. 4.2 The Owner and Cnsultant respectively bind themselves, their partners, successrs, assigns and legal representatives t this Agreement. Neither party t this Agreement shall assign the Cntract in whle r in part withut the advance written cnsent f the ther. 4.3 The Cnsultant shall have n respnsibility fr the identificatin, 3

4 discvery, presence, handling, remval r dispsal f, r expsure f persns t hazardus materials in any frm at the prject site. 4.4 The Cnsultant, its agents, emplyees, r cnsultants shall nt discriminate against any persn regarding emplyment because f race, sex, religin, 4.5 The Cnsultant shall prvide the University Architect s Office with sets f electrnic files representing the final study reprt including all relevant drawings and supprting dcumentatin as directed by the UAO staff. These shall be prvided upn review and apprval f the final submittal and fllw the University Architect s CADD standards when applicable. 4.6 Reimbursable Expenses a. Receipts and ther relevant recrds must be furnished fr all reimbursable csts. Credit card statements are nt acceptable recrds. b. When Cnsultant emplyees are away frm the hme ffice fr twenty-fur hurs r mre, meals will be reimbursed at the thencurrent University per diem rate. c. Mtel csts will be reimbursed at the single rm rate. Telephne calls ther than thse related t University business, frm mtels will nt be reimbursed. d. Rental car csts are nt reimbursable expenses unless apprved in advance by the Owner. The use f Ecnmy Class vehicles is recmmended. e. Airline travel csts are nt reimbursable expenses unless apprved in advance by the Owner. Apprved airline travel arrangements shall be made thrugh travel agents designated by the Owner. Cnsultants shuld travel Cach Class and shuld purchase tickets at least 14 days in advance f travel when pssible. f. There will be n reimbursement fr travel including mileage, ldging, meals r parking within the state f Indiana. g. Out-f-state vehicle travel will be reimbursed at the then-current University mileage rate. 4

5 h. Expense f filing fees fr securing apprval frm gverning authrities will be reimbursed. i. The Owner des nt reimburse fr miscellaneus verhead expenses, Including but nt limited t telefax, incidental printing and cpying, ffice supplies, cmputer discs, curiers, federal express, pstage, mail services, and lcal and lng distance telephne service charges. Fr ther miscellaneus expenses, the Cnsultant may seek apprval fr reimbursement. Apprved reimbursement f miscellaneus expenses will be at a rate f f 1.1 times the expense incurred by the Cnsultant. Printing Csts All printing fr pre-bid r Owner-required reviews ( review sets ), and renderings/presentatins shall be prduced and distributed by the apprved Indiana University Centralized Printing Vendr ( Printing Vendr ). Any expenses assciated with such drawing and specificatin printing shall be brne by Indiana University and shall nt be a reimbursable item t the Owner. Cnsultants shall crdinate submissin f either paper cpies r electrnic files f the review sets t the Printing Vendr alng with instructins t the Printing Vendr fr distributin f the review sets. All printing fr prject cnstructin bid drawings, specificatins, and addenda will be prduced and distributed by the Printing Vendr. The Printing Vendr will als hst an nline web-based planrm that will list current and upcming IU cnstructin bid prjects fr infrmatin as well as bid set rdering. Cnsultants shall wrk with the Printing Vendr t crdinate the direct uplad r mailing n cnstructin dcument files/riginals. Any expenses assciated with reprts r dcumentatin abve the standard incidental printing, apprved by I.U. in advance, shall be brne by Indiana University and nt as a reimbursable item t the Owner. ARTICLE 5 COMPENSATION AND PAYMENTS TO THE CONSULTANT 5.1 The Cnsultant s fees shall be: $. (Indicate methd f fee calculatin and dllar amunt f fees, e.g., based n an hurly rate with a nt t exceed amunt; r as a percentage f 5

6 prject cst.) 5.2 Reimbursable expenses anticipated by the Cnsultant. (List items and anticipated csts.) 5.3 Cnsulting services nt cvered by this Agreement include, amng ther things, revisins due t changes in the scpe, quality r budget. ARTICLE 6 INDIANA UNIVERSITY MINIMUM INSURANCE REQUIREMENTS FOR CONSTRUCTION, NON-CONSTRUCTION AND PROFESSIONAL DESIGN CONTRACTS Obligatins f Cntractrs and Cnsultants Cntractrs and Cnsultants (whether crpratin, sle prprietrship r partnership) shall prcure and maintain during the term f the cntract and until final acceptance f the cmpleted wrk under the cntract, insurance f the types f cverages and minimum limits as identified here and shall prvide the Owner with Certificate(s) f Insurance evidencing these cverages prir t beginning wrk. With the exceptin f their hld harmless bligatins, which are addressed separately belw, Cntractrs and Cnsultants shall be referred t herein as "Cntractr," irrespective f their area f expertise. It is the respnsibility f the Cntractr and Subcntractrs t becme familiar with Owner s insurance requirements and t ensure that they can meet these requirements prir t submitting a bid t perfrm the wrk. Please prvide this exhibit t yur insurance agent s the crrect certificate can be issued withut delay. N Cntractr r Subcntractr f any tier shall be n the jbsite r prceed with wrk, and shall nt be paid fr any wrk perfrmed, until prper certificate(s) f insurance have been submitted t and apprved by the Owner. All required insurance plicies shall be written by a cmpany(s) authrized t d business in Indiana. The Owner shall nt be liable t 6

7 any persn fr the failure f the Cntractr r any Subcntractr t carry specified insurance. It is the respnsibility f all Cntractrs t ensure that all f its Subcntractrs als meet these insurance requirements. If any part f any cverage includes a deductible, self insurance, a captive insurance cmpany r a frnting arrangement, the amunt s cvered must be disclsed n the certificate r in a separate letter frm the Cntractr. Owner reserves the right t apprve f this cverage. NOTE: Cntractr is required t meet the insurance specificatins during the time f cnstructin and during the warranty perid, usually tw years after the prject is accepted by Owner. Insurance Requirements CERTIFICATE HOLDER: 1. General Liability Cnstructin Cntracts Each ccurrence: $1 millin The Trustees f Indiana University 1800 N. Range Rad Blmingtn, In General aggregate: $2 millin Prducts and Cmpleted Operatins: $1 millin The "COMMERCIAL GENERAL LIABILITY" bx must be checked The "OCCUR" bx must be checked Per Prject bx must be checked Design/Cnsultant Cntracts Each ccurrence: $1 millin General aggregate: $2 millin 7

8 The "COMMERCIAL GENERAL LIABILITY" bx must be checked The "OCCUR" bx must be checked 2. Autmbile Liability The bx(es) that is/are checked must include a check in the bx fr Any Aut r All Owned, Hired and Nn-Owned Auts Cmbined Single Limit cverage: $1 millin. If separate Bdily Injury and Prperty Damage limits are purchased, each must be $1 millin. 3. Excess/Umbrella Excess cverage per se is nt required. Hwever, any f the dllar amunt requirements can be met by a cmbinatin f primary and excess cverage. Excess/umbrella cverage must be per ccurrence cverage. 4. Prfessinal Liability Any type f design r cnsulting cntract requires Prfessinal Liability cverage f at least $1 millin. Owner reserves the right t require increased limits f cverage if, in the pinin f the Owner, prject is hazardus in nature r pses a higher than usual risk. 5. Wrker s Cmpensatin The Cntractr shall prcure and maintain a Wrkers Cmpensatin plicy t cver its bligatin under the applicable laws f any state r federal gvernment t its emplyees emplyed n the jbsite r elsewhere n this prject, including its liability as an emplyer under cmmn law (cmmnly knwn as Emplyer s Liability Cverage B ) with limits f nt less than that listed belw. Befre cmmencing wrk, Cntractr shall submit t the Owner a valid State Frm (Certificate f Cmpliance Wrker s Cmpensatin and Occupatinal Diseases) r a facsimile theref at Owner s ptin. If the Cntractr has n emplyees (i.e., a ne-persn shp) then a Certificate f Exceptin must be btained frm the State. 8

9 Wrker s Cmpensatin: Emplyer s Liability: Statutry $ 500,000 each accident r disease $ 500,000 plicy limit $ 500,000 each emplyee 6. Builder s Risk Insurance The Owner shall maintain during the curse f cnstructin Builder s Risk Insurance in an amunt f nt less than ne hundred percent (100%) f the insurable value f the cmpleted wrk, including materials, equipment, and supplies n the site and t becme a part f the cmpleted wrk, subject t a $25,000 deductible. The Cntractr shall bear respnsibility fr that deductible. The insured shall be the Owner and the Cntractr(s) as their respective interests may appear. The Cntractr s lss, if any, is t be adjusted with and payable t the Cntractr upn written request t the Owner. The Cntractr shall be respnsible fr and shall insure, if required by the Owner, all materials, equipment, supplies nt n the site and t becme a part f the cmpleted wrk, Cntractr s equipment, tls, scafflding, staging, twers, frms and temprary buildings, and ther materials, equipment and supplies nt intended t becme a part f the cmpleted wrk. This prvisin shall nt release the Cntractr frm its bligatin t cmplete, accrding t plans and specificatins, the wrk cvered by the Cntract and the Cntractr and its Surety shall be bligated t the full perfrmance f the Cntractr s undertaking. NOTE: Prmpt ntice f ptential claims is required. In the advent f a n ccurrence that might be cvered by Builders Risk insurance, ntice must be given t the University within ne wrk day f the ccurrence. Except fr emergency repairs, n changes t damaged prperty will be made until an inspectin is made. Insurance Plicy Endrsements All insurance plicies must prvide the fllwing endrsements t the plicy and must be nted n the certificate(s): 1 1. Additinal Insured Endrsement (CG and CG2037) r equivalent frm required n General Liability, Autmbile Liability and Excess/Umbrella Liability plicies 1 An addendum t the COI can be used if additinal space is needed. 9

10 naming the Owner and/r Other Parties as defined in Owner s Cntract and including cverage fr cmpleted peratins. Owner shall be identified as: The Trustees f Indiana University, its fficers, agents and emplyees. If additinal insured status is autmatically granted by the insurance frm where required by written cntract then it is sufficient t nte that n the certificate with a reference t the frm number. This must include infrmatin abut the Excess/Umbrella cverage, e.g., Excess cverage is fllwing frm. 2. Aggregate Per Prject Endrsement (CG2503) t the General Liability Plicy indicating that the general aggregate applies separately t each prject. 3. Waiver f Subrgatin n General Liability, Autmbile Liability, and Emplyer s Liability/Wrkers Cmpensatin Plicies in favr f the Owner. 4. All insurance plicies shall be primary and nn-cntributing with respect t any insurance carried by the Owner, and shall cntain a severability f interests clause in respect t liability, prtecting each insured as thugh a separate plicy had been issued t each. 5. All plicies shall cntain a cvenant requiring (30) days written ntice by the insurer t the Indiana University Office f Risk Management befre cancellatin, reductin r ther mdificatins f cverage fr any reasn, whenever pssible. Certificate Details Descriptin f Operatins The DOO must include the Indiana University prject name and prject number t which this cverage applies. Insurance Cmpanies All insurance carriers selected by cntractr must be rated A- r abve in the mst recent editin f the A.M. Best s Key Rating Guide. Hld Harmless Agreement Cntractr shall indemnify and save harmless the Owner frm any and all lsses, csts, damages, liability and expenses, including reasnable attrney fees ( Lsses ), arising ut f r in cnjunctin with claims r suits fr damage t any prperty nt included in the scpe f wrk and/r injury t persns, including Cntractr's emplyees and all Subcntractr's emplyees f any tier, including death, alleged r claimed t have been 10

11 caused by r thrugh the perfrmance f the wrk r peratins incidental t the wrk by the Cntractr, its agents r emplyees, r by its Subcntractrs f any tier, their agents r emplyees, whether thrugh negligence r willful act; and Cntractr shall, at the request f Owner, undertake t investigate and defend any and all such claims r suits against Owner. Hld Harmless Agreement Cnsultants With regard t lsses, csts, damages, liability and expenses, including reasnable attrney fees ( Lsses ) that may be cvered by Cnsultant s prfessinal liability insurance, Cnsultant shall indemnify and save harmless the Owner frm any and all Lsses arising ut f r in cnjunctin with claims r suits fr damage t any prperty nt included in the scpe f wrk and/r injury t persns, including Cnsultant s emplyees and all emplyees f a Sub-Cnsultant, if any, f any tier, including death, caused by r thrugh the perfrmance f the wrk r peratins incidental t the wrk by the Cnsultant, its agents r emplyees, r by its Sub-Cnsultants, if any, f any tier, their agents r emplyees, whether thrugh negligence r willful act and Cnsultant. With regard t lsses, csts, damages, liability and expenses, including reasnable attrney fees ( Lsses ) that may be cvered by Cnsultant s ther liability insurance prgrams, Cnsultant shall indemnify and save harmless the Owner frm any and all lsses, csts, damages, liability and expenses, including reasnable attrney fees ( Lsses ), arising ut f r in cnjunctin with claims r suits fr damage t any prperty nt included in the scpe f wrk and/r injury t persns, including Cnsultant s emplyees and all emplyees f a Sub-Cnsultant, if any, f any tier, including death, alleged r claimed t have been caused by r thrugh the perfrmance f the wrk r peratins incidental t the wrk by the Cnsultant, its agents r emplyees, r by its Sub-Cnsultants, if any, f any tier, their agents r emplyees, whether thrugh negligence r willful act and Cnsultant shall, at the request f Owner, undertake t investigate and defend any and all such claims r suits against Owner. 11

12 ARTICLE 7 OTHER PROVISIONS (Insert descriptin f ther services and mdificatins t the terms f this Agreement.) This Agreement entered int as f the day and year first written abve. OWNER (Signature) Jy Stephens, Purchasing Agent (Printed name, title and address) Capital Prjects Business Office CONSULTANT (Signature) (Printed name, title and address) 1800 N. Range Rad Blmingtn, IN

13 Prject Cnsultant List Please list all sub cnsultants and their fee percentage f participatin t the cmplete prjects. Minrity participatin is nt mandatry but highly recmmended by the university. If sub cnsultants change during the prject, a revised Prject Cnsultant List shuld be submitted t the University Architect s Office. Cnsultant Name & Address Fee % f Participatin MBE/WBE indicate by dllar amunt 13