HomeMy WebLinkAbout124216 CSU SPONSORED PROGRAMS - CONTRACT - AGREEMENT MISC - CSU SPONSORED PROGRAMSAGREEMENT
This Agreement is entered into by and between 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 ("University"), and The City of Fort Collins Colorado, a Municipal Corporation organized
under the laws of the state of Colorado, with a place of business located at: PO Box 580, Fort Collins, CO
80522 ("Client").
NOW THEREFORE, in consideration of the above and the mutual promises contained herein, the parties
agree as follows:
Independent Contractors. It is understood and agreed by the parties that the University is
an independent contractor with respect to the Client and that this Agreement is not intended
and shall not be construed to create all employer/employee or a joint venture relationship
between the University and the Client. The University shall be free from the direction and
control of the Client in the performance of the University's obligations under this
Agreement, except that the Client may indicate specifications, standards requirements and
deliverables for satisfaction of the University's obligations under this Agreement.
2. Term. This Agreement shall be effective commencing on the date of final signature (the
"Effective Date") and shall terminate on September 1, 2011, unless sooner terminated as
provided herein or extended by written agreement of the parties.
3. Scope of Work. The University agrees to perform the services described in the Scope of
Work attached hereto (the "Services") and made a part hereof as Exhibit A, under the
direction and supervision of the Principal Investigator, Dr. Larry Roesner, P.E.
Payment. The Client agrees to pay the University for the services performed under this
Agreement in a fixed price amount of three hundred three thousand twelve dollars
($303,012.00) payable 50% one hundred fifty one thousand five hundred six dollars
($151,506.00) upon execution; 40% one hundred twenty one thousand two hundred four
dollars and eighty cents ($121,204.80) at mid -project; 10% thirty thousand three hundred
one dollars and twenty cents ($30,301.20) upon University's submission of the final report
and made a part hereof as Exhibit B.
5. Ownership of Information. At all times during and following the term of this Agreement,
including any extensions or renewals hereof, all records, information and data provided to
the University by the Client or developed during the performance of the services under this
Agreement by the University and/or the Client ("Project Records") shall be and remain the
sole property of the Client. The University retains the right to use the Project Records for
academic and research purposes. Except as provided in paragraph 7 of this Agreement, any
Project Records shall be provided to or returned to the Client upon request after termination
of this Agreement.
Reporting Requirements.
6.1 The University agrees that all Project Records as defined in the Scope of Work or
detailed description thereof shall be made available to Client at any reasonable time, subject to
the reporting requirements set forth in the Scope of Work.
6.2 Client shall have the right to audit the records of the University related to the
Services performed wider this Agreement, during normal business hours and upon reasonable
notice to University. Such audit may include the financial records of University relating to this
Agreement. University shall reasonably cooperate with Client in satisfying any requirement or
order issued by any governmental agency or court, including but not limited to the inspection of
University's records or facility.
7. Confidentiality.
7.1 Each party has certain documents, data, information, and methodologies that are
confidential and proprietary to that party ("Confidential Information"). During the term of this
Agreement, either party may, as the "Disclosing Party," disclose its Confidential Information to
the other party (the "Recipient"), in writing, visually, or orally. Recipient shall receive and use
the Confidential Information for the sole purpose of the performance of this Agreement, and for
no other purpose (except as may be specifically authorized by the Disclosing Party, in writing).
Recipient agrees not to make use of the Confidential Information except for such services and
agrees not to disclose the Confidential Information to any third party or parties without the prior
written consent of the Discloser
7.2 Recipient shall use its reasonable best efforts to preserve the confidentiality of the
Confidential Information (using the same or similar protections as it would as if the Confidential
Information were Recipient's own, and in any event, not less than reasonable care). Recipient
shall obligate its affiliates with access to any portion of the Confidential Information to protect
the proprietary nature of the Confidential Information.
7.3 "Confidential Information" shall not include, and Recipient shall have no obligation
to refrain from disclosing or using, information which:
7.3.1 is generally available to the public at the time of this Agreement;
7.3.2 becomes part of the public domain or publicly known or available by publication or
otherwise, not through any unauthorized act or omission of Recipient;
7.3.3 is lawfully disclosed to the Recipient by third parties without breaching any
obligation of non-use or confidentiality;
7.3A has been independently developed by persons in Recipient's employ or otherwise
who have no contact with Confidential Information, as proven with written records; or
7.3.5 is required to be disclosed by law; provided that, in the event that Recipient is
required to redisclose Confidential Information under this subsection 7.3.5, it will
promptly notify the Disclosing Party, and the Disclosing Party may, at its sole discretion
and expense, initiate legal action to prevent, limit or condition such redisclosure.
7.4 Notwithstanding any other provision of this Agreement, a party may retain one copy
of the other party's Confidential Information in its confidential files, for the sole purpose of
establishing compliance with the terms hereof.
8. Equipment. Unless otherwise provided in the Scope of Work or in a writing signed by the
parties, all equipment purchased with funds provided under this Agreement for use in
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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.
9. 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. Liability of the University is at all times herein strictly limited and
controlled by the provisions of the Colorado government Immunity Act, C.R.S. secs. 24-10-
101, et seq. as now or hereafter amended. Nothing in this Agreement shall be construed as a
waiver of the protections of said Act. During the term hereof each party represents that it
maintains general liability insurance covering itself and its employees in the performance of
this contract, in an aggregate amount of not less than one million dollars ($1,000,000.00), all
or part of which may be self -insured. A party will furnish the other party a certificate
evidencing such insurance upon written request.
10. Exclusive Warranty; Disclaimer. University warrants that all deliverables provided under
this Agreement will be provided substantially in accordance with the Scope of Work and/or
written protocol provided by Client. All other warranties, express and implied, are hereby
expressly disclaimed INCLUDING WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. University shall not be liable for any
indirect, special, incidental, consequential or punitive loss or damage of any kind, including
but not limited to lost profits (regardless of whether or not University knows or should know
of the possibility of such loss or damages). The liability of either party under this Agreement
shall not exceed the amount paid or payable to the University under this Agreement.
11, Use of Tradenames and Service Marks. Neither party obtains by this Agreement any
right, title, or interest in, or any right to reproduce or to use for any propose, the name,
tradenames, trade- or service marks, or logos (the "Marks"), or the copyrights of the other
party. Neither party will include the name of the other party or of any employee of that
party in any advertising, sales promotion, or other publicity matter without the prior written
approval of that other party. In the case of the University, prior written approval is required
from the University Vice President for Research. In the case of the Client, prior written
approval is required from an authorized representative of the Client.
12. Termination. Any party may terminate this Agreement, without cause, upon not less than
sixty (60) days' written notice, given in accordance with the Notice provisions of this
Agreement. Termination of this Agreement shall not relieve a party from its obligations
incurred prior to the termination date. Upon early termination of this Agreement by Client,
except in the case of a material breach by University, Client shall pay all costs accrued by
University as of the date of termination including non -cancelable obligations for the term of
this Agreement, which shall include all appointments of staff incurred prior to the effective
date of the termination. University shall exert its best efforts to limit or terminate any
outstanding financial commitments for which Client is to be liable. University shall furnish,
within ninety (90) days of the effective termination, a final report of all costs incurred and
all funds received and shall reimburse Client for payments which may have been advanced
in excess of total costs incurred with no further obligations to Client.
13. 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 tenn, condition, or covenant
contained in this Contract and such failure continues for thirty (30) days after the non -
defaulting party gives the defaulting party written notice thereof. In the event of default, the
non -defaulting party, upon written notice to the defaulting party, may terminate this Contract
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as of the date specified in the notice, and may seek such other and further relief as may be
provided by law. Notwithstanding the foregoing, in the event of a breach or threatened
breach of paragraph 7 or I I of this Agreement, the non -defaulting party may terminate the
Agreement immediately without affording the defaulting party the opportunity to cure, and
may seek an injunction or restraining order as required to prevent unauthorized disclosures
of Confidential Information or unauthorized use of its Marks or copyrights.
14.Notices. All notices and other correspondence related to this Agreement shall be in writing and
shall be effective when delivered by: (i) certified mail with return receipt, (ii) hand delivery
with signature or delivery receipt provided by a third party courier service (such as FedHx,
UPS, etc.), (iii) fax transmission if verification of receipt is obtained, or (iv) email with
return receipt, to the designated representative of the party as indicated below. A party may
change its designated representative for notice purposes at any time by written notice to the
other party. The initial representatives of the parties are as follows:
To University:
Vincent A. Bogdanski
Office of Sponsored Programs
408 University Services Center
Colorado State University
Fort Collins, CO 80523-2002
Telephone: 970-491-5574
Fax:970-491-6147
A copy of any
breach, alleged
arising under this
be sent to:
notice concerning a
breach, or dispute
Agreement shall also
Office of the General Counsel
O1 Administration Building
0006 Campus Delivery
Colorado State University
Fort Collins, CO 80523-0006
Tel: 970-491-6270
11
To Client:
City of Fort Collins
Attn: Purchasing
PO Box 580
Fort Collins, CO 80522
Telephone: 970-221-6775
Fax:970-221-6707
15. Legal Authority. Each party to this Agreement warrants that it possesses the legal authority to
enter into this agreement and that it has taken all actions required by its procedures, bylaws,
and/or applicable law to exercise that authority, and to lawfully authorize its undersigned
signatory to execute this agreement and to bind it to its terms. The person(s) executing this
agreement on behalf of a party warrant(s) that such person(s) have full authorization to execute
this agreement. This Agreement shall not be binding upon Colorado State University, its
governing board or the State of Colorado unless signed by the University Vice -President for
Research or his/her authorized delegate.
16. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and
supersedes any previous contracts, understandings, or agreements of the parties, whether verbal
or written, concerning the subject matter of this Agreement.
17. Amendment. No amendment to this Agreement shall be valid unless it is made in a writing
signed by the authorized representatives of the parties.
18. Severability. In the event that any provision of this Agreement is held unenforceable for any
reason, the remaining provisions of this Agreement shall remain in full force and effect.
19. Governing Law, Jurisdiction and Venue. This Agreement shall be governed by and construed
under the laws of the State of Colorado. Any claim arising under this Agreement shall be filed
and tried in the District Court, City and County of Denver, State of Colorado.
20. Assignment. This Agreement shall not be assigned without the prior written consent of the other
party, which consent shall not be unreasonably withheld or delayed, provided however, such
consent shall not be required in the case of a sale or transfer to a third party of all or substantially
all of a Party's business. Subject to the foregoing, this Agreement shall inure to the benefit of and
be binding on the successors and permitted assigns of the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year written below.
The Board of Governors of the Colorado
State University System, acting by and
through Colorado State University:
By: �.C.Cc �e 4�
Printed Name: Betty Eckert
Interim Director
Title: Sponsored Programs
Date:
Client: City of Fort Collins
1 1
B��s._J�-J./
Jame�'B. (.TNeill, II, CPPO, FNIGP
Dire of Purchasing & Risk Management
l C"
Date: -n
EXHIBIT A TO AGREEMENT
Scope of Work
(Etter or attach a complete description of the work to be petfortned, including any stgyplies, detiverables
or work prodtict to be provided by University. Specg),time and [Wanner of performance as regtuire(I. .
Each page of each exhibit should be initiated 1 y the signatories for the parties).
PRINCIPAL INVESTIGATOR:_ Dr. tarry Roesner, P.E.
CLIENT INVESTIGATOR: Jim Hibbard
TITLE: Water Engineering & Field Service Manager
BUDGET: Set forth in Exhibit B.
DETAILED DESCRIPTION:
Provide Assistance to Fort Collins Stormwater Utility with Review and Refinement of Their Stormwater
Best Management Practices Program
Colorado State University (CSU) has been asked by the City of Fort Collins to assist the Stormwater
Utility with the review and refinement of their Stormwater Best Management Practices Program.
Activities include review of current practice and performance of existing facilities, recommendations of
changes in practice and design criteria, and pilot testing of certain Low Impact Development (LID)
practices. The work will be divided into five basic tasks outlined below.
1. Review Water Quality Performance of Udall Nature Area
Review existing data — April 2008
• Review operational data — April 2008
• Recommend performance and operational modifications —Summer 2008
Monitor results of performance modifications — Summer 2009
Develop ongoing monitoring plan — ongoing
2. Review Water Quality Performance of Locust Street Outfall
Review operational data — May 2008
Recommend performance and operational modifications — Summer 2008
Monitor results of performance modifications — Summer 2009
• Develop ongoing monitoring plan —ongoing
3. Study and make recommendations for water quality enhancements that may be incorporated into a
public/private partnership on a redevelopment site.
• Time Frame dependent on development (Foothills Mall under consideration)
A. Implement selected LID pilot projects and BMP renovation demonstration projects
• Select Sites
Assist the Utility with design
• Develop monitoring program
• Monitor performance
5. Miscellaneous
Literature review of effectiveness/sustainability of current and proposed practices
Prepare GIS coverage of areas of Fort Collins covered by BMPs
• Research and recommend regional and national site visits to examine "best practices" and
"effectiveness"
EXHIBIT B TO AGREEMENT
Sponsor Contribution _
Year 1
Year 2
_ Year 3
Year 4,
Year 5
Total
PERSONNEL SALARIES
'..
Academic Faculty
$12 910
$13,426
$13 963
$0
$0
$40,299
Fringe, Rate
$2,943
$3,303
$3,505
$0
$0 1
$9,751
'.Administrative Professional '.
$0
_.
$0
$0 '. :..
$0 ':
$0 I
$0
Fringe Rate _
$0-.
$0 ,
$0
$0.,..
_ $0 .
_ $0
!,State Classified
$0 _
$0
$0
$0
$0 :
- $0
Fringe Rate _
_ $0
$0
$0
$0 _..
$0.�
$0
Post -Doctorates
$0 _.
$0
_$0
_.. $0
$0
$0
$0
j Fringe Rate
$0
$0
$0 _.
$0..;
. _..$o..
INon-Student Hourly.
_ $0
$0
$0
$0
$0
$0
Fringe Rate
-Student
$0
$0
$0
$0
$0
$0
Hourly
;n
;n
xn
Fringe Rate
RA's:
Fringe Rate
_SALARY:
TOTAL PERSONNEL:
DOMESTIC TRAVEL:
INTERNATIONAL TRAVEL:
MATERIALS AND SUPPLIES
iOTHER DIRECT COSTS
In -State Tuition
Out State Tuition. _
Publications:
Participant Stipends:
Participant Allowances:
Participant Travel
Animal Care
Consultants. --
Other:
TOTAL OTHER DIRECT:
SUBCONTRACTS:
EQUIPMENT:
TOTAL DIRECT COSTS:
Facilities & Administrative:
Consortium F&A
$0
$0
$0
$0
$0 '',
$0
__.. $55,800
$38688
$20118
$0
$0
$114,606
$2,344
_ $1,625
$946
$0
$0
$4,915
$68,710
$52,114
$34,081
$0
$0 !.
$154,905
. $5,287
$4,928
$4451
$0
$0
$14666',.
$73,997._.
$57,042
$38,532
�. $0
$0 !
$169,571
$0
$0
$0
$0
$0 .i
$0
$0
$0 ,..
$0
$0
$0
$0
$2,000
$2,080
$2,163
$0 .
$0;
$6,243
..$14,664 __.
$10,264
$5,389
$0
$0.
$30,317
$0
_.....
$0
_.. $0 _..
$0
$0_
$0..
$0...
$0
_..... $0 .. _
$0 ,....
$0 :,
$0
$0
$0
_$0
$0
_.
$0
$0
...... $0..
$0..
$0
$0 i.
$0
_$0
$0
$0
$0
_.. $0
$0_i
$0
$0 _..
$0
$0
$0 "..
$0 '.,.,
$0
_ $0
$0
$0
$0 %
$0
$0
.._ $0 ..
_ $0 ,.. _.
$0
$0
$0 !
$0
$14,664
$10,264
$5,389.
_._. _..
$0 _...
$0
$30,317
$0..._
$0
$0
$0
$0..;
$a.
$90,661
$69,386
$46,084
$0
$0
$206,131
$42,611
$32,611
$21,659
_...
$0 1
$0
$96,881
$0....
$0
$0
$0
$0 ',,
$0.
7
$67,743 i $0 $0 , $303,012