IOWA STATE UNIVERSITYFacility and Equipment Use Agreement(LABORATORY)
This Facility and Equipment Use Agreement (“Agreement”) is entered into by Iowa State University of Science and Technology, on behalf of its ISU DEPARTMENT > (“ISU”), and CUSTOMER NAME (“Customer”). The Effective Date of this Agreement shall be the date on which the last party signs this Agreement. Attachments A, B and C are incorporated into this Agreement by reference.
1. Use of ISU Facility
a. Permission to Use Space. ISU grants Customer permission to use the space described in Attachment A (the “Space”) during the period described in Attachment A (“the Use Period”).
b. Use of Space; ISU Access to Space. Customer may use the Space only for the purpose described in Attachment A. Customer acknowledges that others may be using other areas of ISU’s property during the Use Period. Customer shall not disrupt such use by others. ISU reserves the right to inspect the Space, access the Space to perform maintenance, enforce applicable laws, regulations, and policies and remove any person who is disruptive to ISU’s operations or where ISU reasonably believes such person is acting in an unsafe manner or may cause or has caused harm to people, the Space, or other property.
c. Compliance with Law and ISU Policies. Customer shall comply with, and shall require its employees, agents, subcontractors and guests to comply with, all applicable laws, regulations, ordinances and ISU policies. ISU’s policies are set forth in Chapter 681-13 of the Iowa Administrative Code and at http://www.policy.iastate.edu/. ISU policies prohibit or impose restrictions on the following on ISU property: (a) smoking; (b) alcohol; (c) controlled substances; (d) weapons, such as firearms, knives, tasers, explosives and archery equipment; (e) fireworks and highly flammable materials; (f) gambling; (g) solicitation; (h) animals; and (i) motor vehicles on ISU sidewalks and outdoor green space areas. Customer shall not permit anyone under the age of 18 into the Space.
d. Utilities and Services. ISU shall provide the following utilities and services to the Space: air conditioning and heat; water; sewer; and electricity. Any janitorial, trash removal, telecommunication (including telephone and Ethernet access), or copier services or parking to be provided by ISU to Customer shall be listed in Attachment A.
e. Customer Material, Equipment and Property. ISU must approve all material and equipment brought into the Space by Customer. Customer shall disclose in Attachment A whether the material is a hazardous material (as defined below) and any known hazards and risks associated with the materials. Customer shall also disclose in Attachment A whether any of the material or equipment Customer intends to bring into the Space is an item on the Munitions List or the Commerce Control List other than EAR99 items. The material and equipment must be capable of being safely used and operable in the Space. Customer shall ensure that its employees operate, maintain, and use the materials and equipment safely. ISU shall not be responsible for material, equipment, or other property belonging to Customer or its employees, agents or guests (“Customer Property”). Customer is encouraged to obtain appropriate property or installation floater insurance against risk of loss to Customer Property. Customer and its insurers waive all rights of subrogation against ISU for such losses.
f. Hazardous Materials. Customer shall not receive, store or otherwise handle any hazardous substance (as defined below) in the Space without the prior written consent of ISU’s Environmental Health and Safety division (“EH&S”). If ISU consents, in no event shall any such hazardous substance be a substance that is: (i) included on the attached list of Hazardous Materials Presenting a Physical Hazard in a quantity exceeding the maximum quantity allowed on such list (see Attachment B); or (ii) a biological contaminant in excess of Biosafety Level 2 (see Attachment B). In addition, Customer shall receive, store, use, and otherwise handle any such hazardous substance permitted in the Space in compliance with all applicable local, state, and federal environmental protection ordinances, regulations, or laws (each an “environmental law”) and with ISU policies, which are located at http://www.ehs.iastate.edu/ and http://www.policy.iastate.edu/. For purposes of this Agreement, a hazardous substance shall include any substance that: (i) is or contains asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum or petroleum derived substances or wastes, radon gas, or related materials; (ii) requires investigation, removal, or remediation under any environmental law, or is defined, listed, or identified as a “hazardous waste” or “hazardous substance” under such law, or (iii) is toxic, explosive, corrosive, flammable, infectious, recombinant or synthetic nucleic acid molecules, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is regulated by any governmental authority or environmental law. EH&S may require additional training as a condition of its consent.
g. Removal of Chemical, Biological and Radiological Waste. Unless otherwise agreed in writing, Customer shall allow EH&S to manage any chemical, biological and radiological waste, and Customer shall use ISU’s hazardous waste contractor. EH&S will invoice Customer for any such needed services, and Customer shall pay such invoices within 30 days of receipt.
h. Training; Protective Gear. Customer shall ensure that within thirty days of engaging in activities within the Space that its employees assigned to work in the Space have completed at a minimum the following EH&S core lab classes: Laboratory Safety: Core Concepts; Emergency Response Guide Video; and Fire Safety and Extinguisher Training (http://www.ehs.iastate.edu/publications/handouts/labcurriculum.pdf). Any additional required training is set forth in Attachment A. Customer shall arrange such training with EH&S and pay any applicable charges. Customer may substitute training obtained from other providers only upon written approval from EH&S. Customer shall provide all required protective gear for its employees assigned to work in the Space unless the parties state otherwise in Exhibit A.
2. Use of ISU Equipment.
a. Equipment. ISU shall allow Customer to use the ISU equipment described in Attachment A (the “Equipment”). Customer may use the Equipment only for the purpose described in Attachment A and only during the Use Period set forth in Attachment A. Customer may not, without the consent of ISU, install any accessories or devices on the Equipment if such installation will impair the originally intended function or use of the Equipment, damage the Equipment or create unsafe conditions.
b. Use of Equipment. Customer may use the Equipment only in the Space, and Customer shall allow only its employees to use the Equipment. Customer shall require and ensure that all Customer employees who will use the Equipment participate and complete any training required by ISU to use the Equipment. Customer shall ensure that its employees operate, maintain, and use the Equipment in full compliance with the training and instructions provided by ISU and all applicable laws and regulations. ISU employees are authorized to observe Customer’s use of the Equipment; however, Customer acknowledges that ISU is not responsible for supervising Customer’s use of the Equipment. Such supervision is the responsibility of Customer.
c. Misuse of Equipment. ISU reserves the right to immediately suspend Customer’s use of the Equipment if ISU observes the Customer using the Equipment in a manner that ISU believes is unsafe or may cause harm to persons, the Equipment, or other property.
d. Title. Title to the Equipment is and shall remain with ISU. Customer agrees not to claim any rights to the Equipment except as set forth in this Agreement, to sell, assign, mortgage or otherwise encumber Equipment, or permit the Equipment to be subject to any legal process.
3. Publicity.
The parties shall not use the name or trademarks of the other party or the name of any of the other party’s employees in any publicity or advertising without the prior written consent of the other party. Unless express written permission has been granted, Customer shall not represent or imply that it is affiliated with ISU or that Customer’s activities or products are endorsed or approved by ISU.
4. Financial.
In consideration for the use of the Space and Equipment, Customer shall pay ISU the fees set forth in Attachment A. Customer shall timely pay ISU the fees set forth in Attachment A. Checks should be made payable to Iowa State University of Science and Technology. If payment is not received from Customer when due, ISU may accelerate the full account balance, impose a finance charge up to the maximum rate allowed by law, refer the unpaid account for collection and/or terminate this Agreement. Customer shall pay all collection costs and reasonable attorneys’ fees if ISU must take action to recover any past due amounts.
5. Insurance; Liability.
Insurance requirements are set forth in Attachment C. ISU provides the Space, equipment and services “AS IS”. Customer assumes all risk of loss, damage, and liability that Customer may sustain while using the Space and equipment. IN NO EVENT SHALL ISU BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. Customer shall indemnify and hold harmless ISU, the State of Iowa, and the Board of Regents – State of Iowa and their officers, employees, and agents from and against all claims (including claims by Customer’s employees, agents and guests) arising from the acts or omissions of Customer or its employees, agents, subcontractors or guests or arising from Customer’s use of the Space, except those resulting from the negligence of any ISU employee or agent.
6. Term; Termination.
The term of this Agreement shall commence on the Effective Date and expire at the end of the Use Period, unless earlier terminated as set forth below. Any adjustment that will be made to Customer’s payment obligations due to early termination of the Agreement is set forth in Attachment A.
a. Immediate Termination By ISU. ISU may terminate this Agreement immediately upon written notice to Customer if: (a) Customer fails to timely pay ISU; (b) Customer fails to carry the required insurance as set forth in Attachment C; or (c) if Customer or Customer’s employees, agents, subcontractors or guests (i) disrupt ISU’s operations or other’s use of other ISU property, (ii) act in a manner ISU reasonably believes to be unsafe or that may cause or has caused harm to persons, the Space, the Equipment or other property, or (iii) violate applicable laws, regulations, or ISU policies.
b. Termination For Cause. Either party may terminate this Agreement upon written notice to the other party if the other party fails to cure a material breach of this Agreement within ten days of receiving written notice of such breach from the non-breaching party. The foregoing shall be in addition to any other remedies to which the party is entitled.
c. Force Majeure. ISU may terminate this Agreement upon written notice to Customer if ISU reasonably determines in consultation with Customer that Customer cannot or should not use the Space due to causes beyond a party’s reasonable control, such as fire, floods, inclement weather, war, terrorism, civil disturbances, or utility shortages or outages.
d. Termination for Convenience. Either party may terminate this Agreement for any reason by providing written notice to the other party thirty days prior to the proposed termination date.
Customer shall promptly vacate the Space and remove all Customer Property upon the expiration or termination of this Agreement. ISU may remove and store any Customer Property that Customer fails to promptly remove. Customer shall pay all expenses associated with such removal or storage. Customer shall leave the Space in as good condition as the Space was upon entry by Customer, reasonable wear and tear excepted. Customer shall be responsible for any damage to or loss of ISU property caused by Customer or Customer’s employees, agents, subcontractors or guests and for any excessive trash. Customer shall notify ISU immediately of any such damage or loss. ISU may repair or replace such damaged or lost ISU property and remove excessive trash. In such event, ISU shall provide Customer with an invoice for the costs incurred by ISU for such repair, replacement or removal and Customer shall pay such invoice within fifteen days of receipt.
7. Notice.
Notices relating to this Agreement shall be in writing and shall be delivered by messenger, overnight carrier, or e-mail to the other party’s contact person identified in Attachment A. Notices shall be deemed to be effective upon receipt.
8. Miscellaneous.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, whether written, oral, or implied. All terms and conditions in other instruments, including purchase orders issued by Customer, are void. This Agreement shall not be modified without the mutual written consent of the parties. The failure of either party to require performance of any term or condition of this Agreement by the other party shall not constitute a waiver to subsequently enforce such term or condition. The invalidity or illegality of one or more provisions of this Agreement shall not affect the enforceability of the remaining provisions. The parties’ rights and obligations in this Agreement that, by their nature, would continue beyond the expiration or termination of this Agreement shall survive such expiration or termination. This Agreement may not be assigned or transferred by either party without the prior written consent of the other party, which shall not be unreasonably withheld. This Agreement shall be construed in accordance with the laws of the State of Iowa, and any litigation or actions commenced in connection with this Agreement shall be instituted in an appropriate court in the State of Iowa.
9. Counterparts; Authorization.
This Agreement may be executed in any number of counterparts and delivered by electronic transmission in PDF format. Each party represents and warrants that the person executing this Agreement on its behalf is authorized to do so.
IOWA STATE UNIVERSITY
OF SCIENCE AND TECHNOLOGY <CUSTOMER NAME>
______
Name: Katherine L. Gregory Name:
Title: Senior Vice President for University Services Title:
Date: Date:
______
Name:
Title:
Date:
ATTACHMENT A
ISU Facilities
ISU shall provide Customer use of the following space:
Purpose
Customer may use the Space for only the following purpose(s):
Use Period