EXHIBIT D
SUBCONSULTANT AGREEMENT TERMS AND CONDITIONS
1. SUBCONSULTANT'S STATUS. SUBCONSULTANT shall
be CONSULTANT's independent professional consultant and
responsible for performing services under this AGREEMENT, but
SUBCONSULTANT shall not be a joint-venturer with CONSUL-
TANT. SUBCONSULTANT shall not be responsible for acts or
omissions of CONSULTANT, CONSULTANT's other
subconsultants, construction contractors or subcontractors, or
any other agents or employees, or any other persons performing
any services not included in this AGREEMENT.
2. ADMINISTRATION. CONSULTANT shall be the general
administrator and coordinator of professional services for the
Project and shall facilitate the exchange of information among
subconsultants retained by CONSULTANT for the Project as
necessary for the coordination of their services.
3. CONSULTANT'S RESPONSIBILITIES. CONSULTANT shall
make available to SUBCONSULTANT all information pertinent to
work under the AGREEMENT available to CONSULTANT and
shall request OWNER to provide other information and services
as may be required for performance of services by
SUBCONSULTANT under this AGREEMENT. CONSULTANT
shall consult with SUBCONSULTANT before issuing inter-
pretations or clarifications of SUBCONSULTANT's work or acting
upon submittals or change orders affecting work under this
AGREEMENT. CONSULTANT shall promptly notify
SUBCONSULTANT when CONSULTANT learns of any
development that affects the scope or timing of SUBCON-
SULTANT's services or any defect with respect to work under
this AGREEMENT. CONSULTANT shall furnish SUBCON-
SULTANT a copy of procurement and construction contract
documents pertinent to SUBCONSULTANT's services under this
AGREEMENT.
4. SUBCONSULTANT'S EXAMINATION. SUBCONSULTANT
shall examine information furnished by CONSULTANT.
SUBCONSULTANT shall notify CONSULTANT if any error,
inconsistency, or ambiguity is discovered and shall not proceed
with work under this AGREEMENT until such matter is resolved.
5. REUSE OF DOCUMENTS. All tangible items necessary to
performance of this AGREEMENT shall remain the property of
the party that originates or supplies them unless otherwise
agreed or provided for in the Prime Agreement. All tangible
items prepared by SUBCONSULTANT pursuant to this AGREE-
MENT are instruments of service and SUBCONSULTANT
retains all copyrights. They are not intended or represented to
be suitable for reuse on extensions of the Project or on any other
project. Any reuse without written verification or adaptation by
SUBCONSULTANT for the specific purpose intended will be at
the reuser's sole risk and without liability or legal exposure to
SUBCONSULTANT, and CONSULTANT shall indemnify
SUBCONSULTANT against claims, including attorneys' fees,
resulting from CONSULTANT's reuse without such verification or
adaptation. Any such verification or adaptation will entitle SUB-
CONSULTANT to further compensation at rates to be agreed
upon by CONSULTANT and SUBCONSULTANT.
Submittal or distribution of items in connection with the project
is not publication in derogation of SUBCONSULTANT's rights.
6. PERIOD OF SERVICE. SUBCONSULTANT shall begin work
under this AGREEMENT only upon receipt of written
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authorization from CONSULTANT, provided SUBCON-
SULTANT has previously furnished the certificates required
by paragraph 11. SUBCONSULTANT shall endeavor to
complete its services within the time stated in this AGREEMENT.
Neither party shall be liable for default or delay beyond its
reasonable control. SUBCONSULTANT shall be entitled to
payment for any expense it incurs as a result of any default or
delay beyond its reasonable control, together with time
extensions for the period of such delay.
7. RECORDS. SUBCONSULTANT shall preserve technical
calculations and financial accounts, which shall be kept on a
generally recognized accounting basis. CONSULTANT,
OWNER, or an authorized person named by CONSULTANT or
OWNER, may audit such records at all reasonable times during
the performance of the work and for a period of one year after
completion or as required by the Prime Agreement.
8. PAYMENT. SUBCONSULTANT shall submit monthly
invoices and supporting documents in duplicate to
CONSULTANT. SUBCONSULTANT's invoices and supporting
documents shall be incorporated into CONSULTANT's
requisitions to OWNER for payment, and SUBCONSULTANT
shall receive payment promptly after each payment of such
requisitions. Payment by the OWNER is a condition precedent
to payment of SUBCONSULTANT’s invoices.
9. WARRANTY. SUBCONSULTANT shall use reasonable
care to reflect requirements of all applicable laws, rules, or
regulations of which SUBCONSULTANT has knowledge or about
which CONSULTANT specifically advised in writing, which are in
effect on the date of the Prime Agreement. Unless otherwise
required by the Prime Agreement, SUBCONSULTANT INTENDS
TO RENDER THE SERVICES UNDER THIS AGREEMENT IN
ACCORDANCE WITH GENERALLY ACCEPTED PROFES-
SIONAL STANDARDS BUT MAKES NO OTHER WARRANTY
EITHER EXPRESS OR IMPLIED. SUBCONSULTANT shall not
be responsible for contractors' construction means, methods,
techniques, sequences, or procedures, or for contractors' safety
precautions and programs, or for contractors’ failure to perform
according to contract documents.
10. INDEMNIFICATION. CONSULTANT and SUBCON-
SULTANT shall each indemnify the other against claims for
bodily injury or damage to tangible property resulting from:
(a) negligent error, omission, or act of the indemnitor or the
indemnitor's agents, officers, servants, employees, or
subconsultants in the performance of work hereunder, or
(b) negligent failure of the indemnitor or the indemnitor's agents,
officers, servants, employees, or subconsultants to comply with
laws or regulations, or
(c) negligent failure of the indemnitor to perform under any
contract with either party's agents, officers, servants, employees,
subconsultants, or clients, or
(d) claims of any type for violation of patent, trademark, or
intellectual property rights claimed by any third party resulting
from the design or application of technology used on this Project.
This indemnity obligation shall survive performance of the
services hereunder.
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11. INSURANCE. SUBCONSULTANT shall purchase and
maintain insurance for the coverages and for not less than the
limits of liability set forth below:
(a) Workers' Compensation: workers' compensation insurance
as required by the laws of the states or countries with jurisdiction
of the services to be performed, including employer's liability
insurance, with a limit of $1,000,000 per accident. Where
applicable, SUBCONSULTANT shall secure payment of liability
under the Federal Longshoremen's and Harbor Worker's Act and
Jones Act endorsements.
(b) Commercial General Liability: commercial general liability,
including coverage for all premises, operations, operations of
independent contractors, products and completed operations,
and contractual liability. Coverage shall have limits of not less
than $1,000,000 for each occurrence and aggregate.
(c) Commercial Automobile Liability: commercial automobile
liability covering the use of all owned, nonowned, and hired auto-
mobiles with minimum combined single limits of $1,000,000.
(d) Professional Liability: professional liability insurance for
claims arising out of performance of professional services
caused by any negligent error, omission, or act for which the
insured is legally liable, with a minimum limit of $1,000,000, to be
kept in force for two (2) yeas after completion of project.
(e) Valuable Papers: valuable papers insurance in an amount
sufficient to assure the restoration of any documents,
memoranda, reports, or other similar data relating to the work of
the SUBCONSULTANT used in the completion of this
AGREEMENT.
CONSULTANT and SUBCONSULTANT waive all rights against
each other, and against contractors, consultants, agents, and
employees of the other for damages covered by any property
insurance during construction or otherwise covered by general
liability or workers’ compensation insurance, and each shall
require similar waivers from their contractors, consultants, and
agents.
SUBCONSULTANT shall provide certificates or other evidence
from insurance carriers of the required insurance coverages.
Such certificates or other evidence shall require written notice to
the other party thirty (30) days prior to policy termination or the
effective date of any policy change which reduces the policy
limits or changes the name or names of the insureds. All
insurance except workers’ compensation and professional
liability shall designate Stanley Consultants, Inc., its
affiliates, officers, directors, and employees as additional
insureds. All such insurance must be primary and
noncontributory and required to respond and pay prior to
any other available coverage. SUBCONSULTANT shall not
begin the services to be performed hereunder until such
certificates or other evidence has been furnished. If
insurance comes up for renewal during the time the
SUBCONSULTANT is providing services, renewal
certificates must be provided. The SUBCONSULTANT’s
obligation to provide insurance certificates is a condition
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precedent to being paid for its services. Failure to provide
the required insurance certificates may result in withholding
of payment until such insurance certificates are received.
Failure to provide the required insurance coverage and
insurance certificates shall be deemed a breach of the
contract.
12. EXTENT OF AGREEMENT. This AGREEMENT represents
the entire agreement between the parties and may be amended
only by a written instrument signed by both parties.
13. TERMINATION. CONSULTANT may terminate the
SUBCONSULTANT's obligation to provide further services under
this AGREEMENT upon twenty (20) days' written notice. In such
event, progress payments due SUBCONSULTANT for services
rendered, plus unpaid reimbursable expenses shall constitute
total compensation due. The SUBCONSULTANT's obligation to
provide further services under this AGREEMENT will terminate
automatically upon termination of the Prime Agreement.
CONSULTANT shall promptly notify SUBCONSULTANT of any
such termination of the Prime Agreement.
14. CONFIDENTIALITY. CONSULTANT may disclose
information to SUBCONSULTANT which is identified as
confidential by CONSULTANT. SUBCONSULTANT agrees not
to disclose such confidential information to any person unless
requested in writing by CONSULTANT to do so.
15. SUCCESSORS AND ASSIGNS. Neither party shall assign
any interest in this AGREEMENT without the written consent of
the other party and in no case shall assignment relieve a party
from liability under this AGREEMENT. This AGREEMENT shall
bind the successors and legal representatives of both parties.
Nothing in this AGREEMENT shall be construed to give any
rights or benefits to anyone other than the parties.
16. SEPARATE PROVISIONS. If any provisions of this
AGREEMENT shall be held to be invalid or unenforceable, the
remaining provisions shall be valid and binding. Paragraph
headings are for convenience of reference only and shall not
modify, define, limit, or expand the parties' intent as expressed in
this AGREEMENT.
17. WAIVER. No waiver shall constitute a waiver of any
subsequent breach.
18. PERIOD OF REPOSE. Any applicable statute of limitations
shall commence to run and any alleged cause of action shall be
deemed to have accrued not later than the completion of
services to be performed by SUBCONSULTANT.
19. CONTROLLING LAW. This AGREEMENT shall be
governed by Illinois law.
20. EQUAL EMPLOYMENT OPPORTUNITY CLAUSE. The
Equal Employment Opportunity Clause required under Executive
Order 11246, as amended; Section 402 of the Vietnam Era
Veterans Readjustment Assistance Action of 1974, as amended;
and Section 503 of the Vocational Rehabilitation Act of 1973, as
amended; and the related regulations as set forth in 41 CFR
Chapter 60 are incorporated herein by reference.
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