HomeMy WebLinkAbout124216 CSU SPONSORED PROGRAMS - CONTRACT - PURCHASE ORDER - 91317989 t3.1-ra6
RESEARCH AGREEMENT
This Research Agreement (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, located at Fort Collins, Colorado, 80523-2002 ("University"),
and the Sponsor whose name and address appear below ("Sponsor").
PARTIES:
UNIVERSITY:
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
PRINCIPAL INVESTIGATOR:
NAME: Sybil Sharvelle
DEPARTMENT: Civil & Environmental Eng.
TELE: 970-491-6081
EMAIL: ssharvel@mail.colostate.edu
SPONSOR:
FULL LEGAL NAME OF SPONSOR:
CITY OF FORT COLLINS
TYPE OF BUSINESS: Tax Exempt City Entity
STATE OF BUSINESS REGISTRATION: CO
BUSINESS ADDRESS: 4316 W. LaPorte Ave.
CONTACT NAME: Basil Hamdan
CITY, STATE, ZIP: Fort Collins, CO 80521
RECITALS
WHEREAS, University is a comprehensive, land-grant University with experience and resources
in a field of mutual interest between University and Sponsor; and
WHEREAS, the Sponsor desires research to be performed in accordance with the scope of work
and terms outlined in this Agreement; and
WHEREAS, the performance of such research 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 foregoing Recitals and the mutual promises herein
contained, the parties agree as follows:
Research Agreement page I
1. Independent Contractors. It is understood and agreed by the parties that the University is an
independent contractor with respect to the Sponsor and that this Agreement is not intended and shall not
be construed to create an employer/employee or a joint venture relationship between the University and
the Sponsor. The University shall be free from the direction and control of the Sponsor in the
performance of the University's obligations under this Agreement, except that the Sponsor 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 January 1, 2013 (the "Effective Date")
and shall terminate on December 31, 2014 unless sooner terminated as provided herein or extended by
written agreement of the parties.
3. Scope of Work The University agrees to perform the research activities described in the Scope
of Work attached hereto (the "Project") and made a part hereof as Exhibit A, under the direction and
supervision of the University Principal Investigator named above and in accordance with any milestones
or periodic deliverables specified in the Scope of Work.
4. Payment. The Sponsor agrees to pay the University for the Project performed under this
Agreement in a fixed price amount of $75,000.00 from January 1, 2013 through December 31, 2014.
Year One: Fixed Price $35,000.00 payable fifty percent (50%) ($ I7,500.00) upon execution; forty percent
(40%) ($14,000.00) at mid -project (June 2013); and ten percent (10%) ($3,500.00) upon University's
submission of the annual report due December 31, 2013,
Year Two: Fixed Price $40,000.00 payable fifty percent (50%) ($20,000.00) on January 1, 2014; forty
percent (40%) ($16,000.00) at mid -project (June 2014); and ten percent (10%) ($4,000.00)upon
University's submission of the final report.
5. Reporting Requirements. The University will provide reports on the progress of the research as
required in the Scope of Work, Exhibit A. A final report will be furnished within sixty (60) days after the
completion of the Agreement period.
6. Confidentiality.
(a) 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 research conducted under this
Agreement and agrees not disclose the Confidential Information to any third party or parties for a
period of three (3) years after the end of this Agreement without the prior written consent of the
Disclosing Party
(b) 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 at least to the extent set forth in this Section 6.
2
(c) "Confidential Information" shall not include, and Recipient shall have no obligation to
refrain from disclosing or using, information which: is generally available to the public at the time of
this Agreement; becomes part of the public domain or, publicly known or available by publication or
otherwise, not through any unauthorized act or omission of Recipient; is lawfully disclosed to the
Recipient by third parties without breaching any obligation of non-use or confidentiality; or has been
independently developed by persons in Recipient's employ, as proven with written records, or
otherwise who have no contact with Confidential Information.
(d) In the event that Recipient is required by law to disclose Confidential Information, 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 disclosure.
(e) 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 terns hereof.
7. Publication. The University, as a state institution of higher education, engages only in research
that is compatible, consistent, and beneficial to its academic role and mission. Therefore, significant
results of research activities must be reasonably available for publication. The parties acknowledge that
the University shall have the right to publish results. The University agrees, however, that during the
tern of this Agreement and for six (6) months thereafter, the Sponsor shall have forty-five (45) days to
review and comment on any proposed publication Should Sponsor believe that any part of such
publication would constitute the disclosure of Confidential Information that might be patentable, Sponsor
will notify University in writing within such forty-five (45) day period, of the relevant material and
University shall delay publication of such article for up to an additional ninety (90) days in order to allow
Sponsor to diligently pursue the filing of a patent application. The University agrees that any
Confidential Information supplied to it by the Sponsor will not be included in any published material
without prior written approval by the Sponsor.
8. Intellectual Property. "Intellectual Property" as used herein shall mean all discoveries,
inventions, methodologies, improvements, software, writings and copyrightable works conceived, made,
discovered, written, and first reduced to practice in performance of the research under this Agreement
(a) IP shall be owned as follows:
(i) IP created solely by one or more persons who are employees of University
("UNIVERSITY IP") shall be owned by Colorado State University, subject to the rights
of its inventors in accordance with the policies of the University. The University may, at
any time and without notice, assign or convey any or all of its rights in UNIVERSITY IP
(and in JOINT IP under subsection (iii) below) to the Colorado State University Research
Foundation (CSURF), which shall act as the University's patent and technology transfer
agent. With the exception of student thesis and dissertation copyrights Sponsor will be
provided a non-exclusive, unrestricted, perpetual, royalty -free license to use such
UNIVERSITY IP, for any purpose, but without the right to sublicense; provided that
Sponsor shall pay all costs incurred in the course of obtaining patent or other intellectual
property protection on behalf of CSU and/or CSURF for IP that Sponsor intends to
license, and will consult with CSU and/or CSURF on all UNIVERSITY IP issues and
applications.
3
(ii) IP created solely by one or more persons who are employees of Sponsor
("SPONSOR IP") shall be owned by Sponsor, subject to policies of Sponsor; provided,
University shall retain a non-exclusive, perpetual, royalty -free license, without the right
to sublicense, to use such SPONSOR IP for its own internal academic, research, and
publication purposes, subject to the publication provisions of Section 7 above..
(iii) IP jointly created by one or more employees of University and one or more
employees of Sponsor ("JOINT IP") shall be jointly owned by CSU and Sponsor.
Sponsor shall pay all costs incurred in the course of obtaining patent or other intellectual
property protection, and will consult University with regard to filing of patent and
copyright registration for all JOINT IP. Each party is free to enjoy its undivided interests
in JOINT IP. Sponsor is not obligated to pay for JOINT IP protection; however, if
Sponsor decides not to pay for specific JOINT IP patent or other intellectual property
protection pursuant to this Section 8(a)iii, Sponsor shall fully assign in writing all of its
right, title and interests in such specific JOINT 1P to University, and shall have no
continuing commercialization rights to such specific JOINT IP whatsoever.
(b) Each party shall require its employees to promptly disclose to its respective technology
transfer office any IP. Each party agrees to provide the other party with a copy of each IP
disclosure within thirty (30) days after the disclosure is made, and in addition, will provide the
other party with a written listing of all IP created pursuant to this Agreement within sixty (60)
days from the expiration or termination of this Agreement. For all such IP identified, CSURF
will provide, upon agreement by Sponsor to its payment of patent costs to CSURF, via separate
written agreement(s), licenses to UNIVERSITY IP and JOINT IP according to the provisions of
Section 8(a)(i) and 8(a)(iii) above. Each party will consult with the other party at least thirty (30)
days prior to filing any patent or copyright application for IP and shall promptly notify the other
of any patents or copyright registrations issued.
(c) Intellectual property created external to the Project ("EXTERNAL IP") will be owned by
the originating party. Nothing in this Agreement will be construed as any conferral of rights to
any of the parties regarding such EXTERNAL IP. Nothing contained herein is to be construed as
permission, a recommendation or an inducement to use or practice any product, process,
equipment or formulation that may infringe upon any other intellectual property rights without
the prior written permission of the intellectual property owner.
(d) University does not make any representation or warranty, express or implied, that the use
of UNIVERSITY IP and/or JOINT IP will not infringe any patent or other intellectual property
rights.
9. 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 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.
10. 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. §§ 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. Each Party represents and
warrants that it maintains comprehensive general liability insurance and all coverages required by law
sufficient for the purpose of carrying out the duties and obligations arising under this Agreement. A party
will furnish the other party a certificate evidencing such insurance upon written request
11. 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 Sponsor. Research results, deliverables, reports,1P disclosures and IP provided by University
are provided strictly "as -is" without any other warranty or guaranty of any kind. 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.
12. 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 purpose, 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 Sponsor,
prior written approval is required from an authorized representative of the Sponsor.
13. Termination. Either 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 terrination date.
Upon early termination of this Agreement by Sponsor, except in the case of a material breach by
University, Sponsor 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 Sponsor is to be liable. University shall
furnish, within ninety (90) days of the effective termination date, a final report of all costs incurred and all
funds received and shall reimburse Sponsor for payments which may have been advanced in excess of
total costs incurred with no further obligations to Sponsor.
14. 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 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 defaulthig 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. Notwithstanding the foregoing, in the
event of a breach or threatened breach of paragraph 6 or 8(a) 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.
5
15. 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 FedEx, 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:
University:
Jennifer Strange
Office of Sponsored Programs
2002 Campus Delivery
408 University Services Center
Colorado State University
Fort Collins, CO 80523-2002
Telephone: 970 491-2083
FAX: 970-491-6147
Sponsor:
City of Fort Collins
Attn: Purchasing
PO Box 580
Fort Collins, CO 80522
Telephone: 97 0-221-6775
Fax: 970-221-6707
A copy of any notice concerning a breach, alleged breach, or dispute arising under this Agreement shall
also be sent to:
Office of General Counsel
01 Administration Building
0006 Campus Delivery
Colorado State University
Fort Collins, CO 80523-0006
Tel: 970-491-6270
16. 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.
17. Entire Agreement; Changes and Amendments. 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. No amendment to
this Agreement shall be valid unless it is made in a writing signed by the authorized representatives of the
parties.
18. Governing Law, Jurisdiction and Venue. Each party agrees to comply with all applicable
federal, state and local laws, codes, regulations, rules, and orders in the performance of this Agreement.
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 a court of competent jurisdiction in the City and
County of Denver, State of Colorado.
19. 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 Parry'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.
20. Export of Technology. It is understood that University and Sponsor are subject to United States
laws and regulations controlling the export of technical data, computer software, laboratory prototypes
and other commodities, and that obligations hereunder are contingent ongcompliance with applicable U.S.
export laws and regulations (including the Arms Ezpoif'-on4rol;Act;fas!amerided; arid the Export
Administration Act of 1979). The transfer of certain technical data and commodities may require a
license from the cognizant agency of the United States Government and/or written assurances that such
data or commodities will not be exported to certain foreign countries without prior approval of the
cognizant government agency. Sponsor and University agree to cooperate in. securing any license which
the cognizant agency deems necessary in connection with this Agreement. Sponsor shall notify University
if any data or materials to be supplied to University by Sponsor are subject to export control license
requirements or are listed under export control regulations.
21. Waiver and Severability. No waiver of any breach of any provision of this Agreement shall
operate as a waiver of any other or subsequent breach thereof or of the provision itself, or of any other
provision. No provision of this Agreement shall be deemed to have been waived unless such waiver is in
writing and signed by the party waiving the same, with the signature on behalf of University being that of
a vice president of University. If any provision of this Agreement is determined to be invalid or
unenforceable in whole or in part, such invalidity or unenforecability shall attach only to such provision
or part thereof and the remaining part of such provision and all other provisions hereof shall continue in
full force and effect.
22. Conflict of Interest. Except as set forth herein, Sponsor certifies that no officer, employee,
student or agent of University has been employed, retained, or paid a fee, or has otherwise received or
will receive during the tern of this Agreement any personal compensation or consideration by or from
Sponsor or any of Sponsor's directors, officers, employees, or agents in connection with the obtaining,
arranging, negotiation or conducting of this Agreement without advance, written notification to the
University.
23. Headings. Paragraph headings are for reference and convenience only and shall not be
determinative of the meaning or the interpretation of the language of this Agreement.
7
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year written below.
The Board of Governors of the Colorado City of Fort Collins:
State University System, acting by and
through Colorado State University:
l
BBy:
Jz� _
Printed Name: Printed Name:
avid S. bo T !
Title: SponsoredAssociat8 Director Title:
9 ams
Date: Is I I.-:? Date: LY — "
Collins:
M.
Printed Name: JargWB. O'Neill II
Title: Diwfor of 'urchasing and Risk
Management � \
EXHIBIT A TO RESEARCH AGREEMENT
Scope of Work
UNIVERSITY PRINCIPAL INVESTIGATOR: Sybil Sharvelle, Ph.D
TITLE: "Scope of Work: Water Reuse and Graywater Research Fort Collins Utilities
and Colorado State University"
DETAILED DESCRIPTION: As proposed on January 18, 2013
April I, 2013