HomeMy WebLinkAboutCOLORADO STATE UNIVERSITY - CONTRACT - CONTRACT - SERVICE AGREEMENTService Aereement
This Service Agreement (Agreement) is entered into as of the date it is fully executed by and between the Parties
identified herein below.
WHEREAS, University is a comprehensive, land-grant University with experience and resources in a field of mutual
interest between University and Client; and
WHEREAS, the Client and University contemplate entering into an agreement whereby CSU's expertise and
resources may be utilized to perform the services described herein, which Client desires to obtain; and
WHEREAS, the performance of such services by University is consistent, compatible, and beneficial to the
academic role and mission of the University as an institution of higher education;
NOW, THEREFORE, in consideration of the above and the mutual promises contained herein, the parties agree as
follows:
Parties. The Parties to this Agreement are:
UNIVERSITY:
CLIENT:
THE BOARD OF GOVERNORS OF THE
COLORADO STATE UNIVERSITY SYSTEM,
ACTING BY AND THROUGH COLORADO
STATE UNIVERSITY, AN INSTITUTION OF
HIGHER EDUCATION OF THE STATE OF
COLORADO
FULL LEGAL NAME OF CLIENT:
City of Fort Collins
CONTACT NAME: Molly Eckman/Ruoh-Nan Yan
TYPE OF BUSINESS:
DEPARTMENT: Design and Merchandising
STATE OF BUSINESS REGISTRATION: Colo do
COLORADO STATE UNIVERSITY
BUSINESS ADDRESS: P.O. Box 580,281 N. College
Ave.
FORT COLLINS, CO 80523-1574
CONTACT NAME: Pete Wray
TELE: 970-491-0558
CITY, STATE, ZIP:Fort Collins, CO 80522-0580
FAX: 970-491-4855
FEIN or TAX ID#: 84-6000587
EMAIL:Molly.Eckman@colostate.edu / Ruoh-
Nan.Yan@colostate.edu
CONTACT NAME: Susan Lehman
DEPARTMENT: Advance Planning
TELE:970-221-6736
FAX: 970-224-6111
EMAIL:slehman@fc.gov.com
2. Independent Contractors. The Parties agree that:
a. The University is not subject to Client's control as to the means and methods of accomplishing the
work to be performed hereunder, but the Client may specify and control the result to be
accomplished including any specifications, standards, requirements and deliverables;
b. The University selects its own customers or clients and is free to contract with others during the
term of this Contract; and
c. This Agreement shall not be construed to create any partnership, joint venture, nor other agency
relationship between the parties, who are independent of one another.
Scope of Work. The University agrees to timely and competently perform for the Client the services
described in the Scope of Work, Exhibit A hereto. Any applicable service milestones or periodic
deliverables are specified in the Scope of Work.
Service Agreement
Rev. 2/2004
(ML
4. Term. This Agreement shall be effective on the later of: (i) February 1, 2006 or (ii) the date it is fully
executed by all parties ("Effective Date"), and shall terminate when all services have been completed,
but in any event not later than April 15, 2006.
5. Payment. The Client agrees to pay the University for services performed under this Agreement as
follows (check one box only):
❑ In a fixed price amount of $ payable upon execution of this Agreement; OR
® In accordance with the Payment Terms set forth in Exhibit B which is attached and hereby
incorporated by reference.
6. Confidentiality. It may be necessary for the Client to disclose confidential information to the
University's representatives so they can perform the work described herein. At the time of disclosure,
the Client shall indicate which information is confidential. Confidential information will not include
information that: a) at the time of disclosure or subsequent to that time is generally available to the
public; b) is known by the University at the time of disclosure and substantiated in written documents;
or, c) is made known to the University by a third party not connected with the Client.
Except as may otherwise be required by law, the University agrees to use best efforts to: maintain the
confidentiality of the information; not use the information for any purposes other than contained in the
scope of work defined in this Agreement; and not disclose the information to anyone other than those
directly involved with this Agreement. University's obligations with respect to confidentiality shall in
any event terminate 3 years after the termination date of this contract.
7. Equipment. All equipment purchased with funds provided under this Agreement for use in
connection with this Agreement shall be the property of the University, and shall be dedicated to
providing services under this Agreement while this Agreement is in effect.
8. Liability; Insurance. Each party hereto agrees to be responsible for its own wrongful or negligent
acts or omissions, or those of its officers, agents, or employees to the full extent allowed by law.
Notwithstanding anything herein to the contrary, no term or condition of this Agreement shall be
deemed, construed or interpreted as a waiver, express or implied, of any of the immunities, rights,
benefits, protections, or provisions, of the "Colorado Governmental Immunity Act", 24-10-101, et
seq., C.R.S., as now or hereafter amended ("Immunity Act"), nor of the Risk Management self-
insurance statutes at 24-30-1501, et seq., C.R.S., as now or hereafter amended ("Risk Management
Act"). The parties understand and agree that the liability of the State of Colorado, its departments,
institutions, agencies, boards, officials and employees is at all times controlled and limited by the
provisions of the Immunity Act and the Risk Management Act, as now or hereafter amended. Any
provision of this Agreement, whether or not incorporated herein by reference, shall be controlled,
limited, and otherwise modified so as to limit any liability of the State to the above cited laws.
Colorado State University, its officers, governing board, employees and authorized volunteers
(collectively herein, "University") shall not be liable for consequential, indirect, special, incidental,
exemplary or other damages arising from this Agreement or its performance by University, except for
direct, breach of contract damages proximately caused by a breach of this Agreement by University.
Direct damages for which the University may be liable shall not, in any event, exceed the total amount
paid for the specific services that University failed to deliver as agreed. University shall not be
responsible for any costs incurred by Client in connection with obtaining services through any other
provider in the event that this contract is terminated, whether for convenience or cause.
9. Use of Tradenames and Service Marks. Neither party obtains by this Agreement any right, title, or
interest in, nor any right to reproduce nor to use for any purpose, the name, tradenames, trade- or
service marks, logos or copyrights of the other party. The Client will not include the name of Colorado
State University, nor of any member of CSU project staff or other employees, in any advertising, sales
promotion, or publication without the prior written approval of the University.
Service Agreement
Rev. 2/2004
10. Default. A party will be considered in default of its obligations under this Agreement if such party
should fail to observe, to comply with, or to perform any term, condition, or covenant contained in this
Agreement and such failure continues for 10 days after the non -defaulting party gives the defaulting
party written notice thereof.
11. Termination for Cause or Convenience.
A. For Cause. In the event of default, the non -defaulting party, upon written notice to the
defaulting party, may terminate this Agreement as of the date specified in the notice, and may
seek such other and further relief as may be provided by law. Client shall pay all amounts due
to University within 10 days after termination. In the event of default by Client, Client agrees
to pay, in addition to all amounts owed to University hereunder, reasonable costs of
collection, including reasonable attorney fees incurred.
B. For Convenience. Each party shall have the right to terminate this Agreement, without
cause, upon not less than 60 days prior written notice to the other party. If notice is so given,
this Agreement shall terminate on the expiration of the specified time period, and the liability
of the parties hereunder for further performance of the terms of this Agreement shall
thereupon cease, but the parties shall not be released from the duty to perform their
obligations up to the date of termination.
12. Compliance with Laws. Each party agrees to comply with all applicable federal, state and local laws,
codes, regulations, rules, and orders.
13. Assignment. Neither party shall assign or transfer any interest in this Agreement, delegate any of its
obligations, nor assign any claims for money due or to become due under this Agreement, without the
prior written approval of the other party.
14. Entire Agreement. This Agreement constitutes the entire agreement between the parties and
supersedes any previous contracts, understandings, or agreements of the parties, whether oral or
written, concerning the subject matter of this Agreement.
15. Changes and Amendments. No amendment to this Contract shall be valid unless it is made in a
writing signed by the authorized representatives of the parties.
16. Notices. All notices required to be given under this Agreement shall be deemed given when delivered
by certified mail, return receipt, or on the next business day following delivery by facsimile
transmission if receipt of the facsimile is verified by the recipient, to the designated representatives of
the parties as shown in section 1 of this Agreement. A party may change its designated representative
or. address at any time by giving written notice in the same manner as for any other notice.
17. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado,
and any legal action concerning the provisions hereof shall be brought in the District Court in and for
the City and County of Denver, State of Colorado.
18. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision. Any invalid or unenforceable provision shall be
deemed severed from this Agreement to the extent of its invalidity or unenforceability, and this
Agreement shall be construed and enforced as if the Agreement did not contain that particular
provision to the extent of its invalidity or unenforceability.
19. Ability to contract. The parties represent, each to the other, that they are not subject to any restrictive
obligations imposed by former or present clients or other persons that would impair their ability to
perform their respective obligations hereunder.
Service Agreement
Rev. 2/2004
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the dates
set forth herein.
THE BOARD OF GOVERNORS OF
THE COLORADO STATE
UNIVERSITY SYSTEM, ACTING BY
AND THROUGH COLORADO STATE
UNIVERSITY:
VICE PRESIDENT FOR
ADMINISTRATIVE SERVICES:
1-2
Name:
Title:
CLIENT:
By. �661 —t .
Nam J 0101,C 5 60 %U5X&,r
Title: �/�C,78dL01rJ�C.>3to
Authorized Repre�t�e s1� M-tq'
Dater
Date: If Corporation:
APPROVAL ATTEST:
By: /M" A //giw (SEAL)
University Department Head or By:
Dean
Secretary
By:
Contracts Counsel (as required)
Notes to University Personnel:
This agreement is intended for use when providing services to outside clients, other than services
which are designated as research (53-fund) or research -related (65-fund). For further information
about when to use this form, contact the Contracts Manager at (970) 491-0561.
1. After obtaining signatures of the Client, University Department Head or Dean, and any Approvals you
have added, send to the Office of Contracts Manager, 309 Administration Building, Fort Collins, CO
80523-6001.
2. A budget setting forth the estimated costs of performance and the expected revenues under this
agreement must be submitted for review together with this contract. A business plan must be on file and an
appropriate fund account established with the Business & Financial Services Dept. For more information,
or to establish an account for this activity, contact Self -Funded Accounting at (970) 491-0512.
Service Agreement
Rev. 3/2002
EXHIBIT A TO SERVICE AGREEMENT
Scope of Work
(Enter or attach a complete description of the work to be performed, including any supplies, deliverables
or work product to be provided by University. Specify time and manner of performance as required. A
project budget may be incorporated or attached in addition to the Scope of Work. Each page of each
exhibit should be initialed by the signatories for the parties).
The Department of Design and Merchandising, represented by Dr. Molly Eckman and Dr. Ruoh-Nan Yan,
proposes to explore consumers' opinions about and needs for types of retailers and retail services in Fort
Collins in addition to their perceptions of the impact of retail development on the local community through
collaboration with the City Council of Fort Collins. The anticipated outcome would be to identify the retail
opportunities that may compliment the current retail offerings provided by stores in such areas as Old
Town, Foothills Mall, and the Promenade Shops at Centerra. The goal is to contribute to the retail
development process in Fort Collins that would benefit the city, merchants, and consumers.
Dr. Eckman and Dr. Yan will develop a questionnaire and supervise graduate students in data collection
and data entry. A total of 600 respondents will be contacted — 200 respondents at each of three retail
locations (Old Town, Foothills Mall, the Promenade Shops at Centerra). Dr. Eckman and Dr. Yan will
provide an analysis of data collected and supply a report to the City of Fort Collins.
Timetable for Implementation
Task
ExpectedCompletion
Questionnaire development and pretest
February 2006
Data collection
February 2006
Data analysis
March 2006
Initial report
March 2006
Final report
April 15, 2006 (If unforeseen circumstances
arise, extension to April 30, 2006, is possible if
both parties agree.)
Questionnaire Development
In order to achieve the anticipated outcome, we propose to survey consumers in Fort Collins on the three
major topics listed below followed by general questions we propose to address each of the topics:
1. Consumers' perceptions of the impact of retail development on economic and social aspects of the Fort
Collins community
Research questions:
a. To what extent do consumers believe that the retail development influence the economic (e.g.,
wages and professional career opportunities) and social (e.g., traffic congestion and natural
environment) aspects of the Fort Collins community?
b. To what extent do consumers support the proposed new retail development on Harmony Road?
What are the specific factors that may impact consumers' support for this new development?
2. Consumers' perceptions of and satisfaction with the product offerings, services, and design of the three
retail locations
Exhibit A to Service Agreement
Initials:
CSU'':AA
U
Client:
Research questions:
a. What are consumers' perceptions of the three retail locations in Fort Collins regarding retail tenant
mix, product offerings, services (e.g., dining and entertainment options), and physical environment
(e.g., open-air vs. enclosed) and ambiance?
b. To what extent are consumers satisfied with these three retail locations regarding retail tenant mix,
product offerings, services (e.g., dining and entertainment options), and physical environment
(e.g., open-air vs. enclosed) and ambiance?
c. What additional retail stores, product offerings, and services (e.g., dining and entertainment
options) do consumers wish to have in each of the three retail locations?
3. Consumer shopping behavior, demographics (e.g., education, age, and gender) and psychographics
(i.e., activities, interests, and opinions)
Research questions:
a. Do consumers' shopping motivations vary across the three retail locations?
b. Does consumers' impulse buying behavior, which leads to an increase in dollar purchases, vary
across the three retail locations? What are the factors that may influence consumers' impulse
buying behavior?
Exhibit A to Service Agreement
Initials:
CSU:
�.1
Client: ^
EXHIBIT B TO SERVICE ACT
PAYMENT SCHEDULE
[Enter here or attach a detailed statement of the dates and amounts for payments to be made under the Contract
and any service milestones or deliverables attendant to such payments].
Amount Due
Service Milestone
$ 500.00
Upon acceptance of agreement HE
$1,731.18
Upon receipt of final report.
Item
Units
Cost(Unit
Total Cost
Support from
of the
Design &
Project.
Merchandising
Printing and assembling questionnaires
600 questionnaires
.50
$300.00
Graduate student support
Data collection (5 questionnaires per
120 hours
$10/hour
$1,200.00
hour per student)
Fringe rate
1.2%
$14.40
Mileage
$112.00
Old Town
10 trips @ $.78=$7.80
Foothills Mall
10 trips @ $1.12=$1120
The Promenade Shops at Centerra
10 trips @ $9.30=$93.00
Data entry and data analysis
60 hours
$10/hour
$200.00
$400.00
Fringe rate
1.2%
$2.40
$4.80
Questionnaire development, data analysis,
80 hours
$1,657.20
and final report
Overhead (cost of use of facilities,
22%
$402.38
personnel, etc.)
Miscellaneous (communication, data
$100.00
collection supplies)
Total
$2,231.18
$4,162.00
Exhibit B to Service Agreement
Initials:
CSU.
M
Client: