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Home My WebLink About2016-283 Agrmt - SOU Research Center SOUTHERN OREGON UNIVERSITY/ CITY OF ASHLAND DOWNTOWN ORDINANCES STUDY RESEARCH AGREEMENT THIS AGREEMENT is entered into by and between Southern Oregon University, a university with a governing board (1250 Siskiyou Blvd., Ashland, Oregon), hereinafter referred to as "SOU"; and the City of Ashland, hereinafter referred to as "SPONSOR". WHEREAS, SPONSOR desires that SOU provide it with research services in accordance with the scope of work described in Section I below; and WHEREAS, the performance of such research is consistent, compatible, and beneficial to the academic and public service mission of SOU as a public institution of higher education; NOW, THEREFORE, in consideration of the mutual promises and conditions contained herein the parties agree as follows: 1. SCOPE OF WORK SOU agrees to perform the research or public service activities described in Attachment A. The parties hereby acknowledge and agree that Attachment A is specific enough for both parties to fully understand the work product agreed to, the final completion or delivery deadline(s), and any interim progress reporting or product or service stages required. II. AGREEMENT PERIOD This Agreement is effective on the date it has been signed by every party hereto (the "Effective Date") and shall be completed on or before January 30, 2017 unless subsequent time extension, supplement, addendum, continuation, or renewal is mutually agreed upon in writing between the parties. III. COMPENSATION SPONSOR agrees to pay SOU for services performed under this Agreement in the amount of $4,996 in accordance with the budget outlined in Attachment B. The SPONSOR's payment to SOU, equaling one-half of the total cost, shall be received within 30 days of the effective date. The second one-half payment shall be received by January 30, 2017. All payment(s) shall be sent to the following address: SOU Business Services Business Services, Accounts Receivable Attn: Patti Elliot 1250 Siskiyou Blvd. Ashland, OR 97520 IV. REPORTING REQUIREMENTS SOU will provide its final report, referenced in Attachment A, on or before January 20, 2017 unless an extension is mutually agreed upon by both parties. 1 V. CONFIDENTIALITY To the extent permitted by the Oregon Public Records Law, SOU agrees to keep confidential any propriety information that (1) is supplied to SOU by SPONSOR during the course of the research or public service performed by SOU and (2) that SPONSOR identifies to SOU as its "CONFIDENTIAL/ PROPRIETARY INFORMATION". Such information will not be included in any published material without prior approval of SPONSOR. SOU agrees to provide any proposed publication to SPONSOR prior to submission for publication to allow SPONSOR the opportunity (1) to review the publication for the inclusion of SPONSOR-owned confidential information and (2) to determine whether patentable inventions or discoveries of SPONSOR are disclosed therein. SPONSOR shall not unreasonably withhold approval of SOU's efforts to publish any research arising from this project. VI. EQUIPMENT All equipment purchased under this Agreement becomes the property of SOU unless otherwise provided herein. VII. INDEMNIFICATION To the extent permitted by the Oregon Tort Claims Act (ORS 30.260 to 30.300), each party shall defend, indemnify and hold the other party and its officers, employees and agents harmless from any and all losses or claims (including actions, costs, expenses, judgments, settlement agreements, subrogations, legal fees and costs of defending actions or suits, or other damages) directly or indirectly resulting from or allegedly resulting from the negligence, wrongful acts, or omissions or willful misconduct of the indemnifying party (including but not limited to the indemnifying party's employees, agents, and others designated by the indemnifying party to perform work or services attendant to this contract) in the performance or nonperformance of this contract. Neither party shall be held responsible for any losses or claims to the extent such losses or claims were caused by the negligence, wrongful acts or omissions of the other party, or its employees, officers, or agents. VIII. COMPLIANCE WITH APPLICABLE LAWS SPONSOR and SOU each agree to comply with all applicable federal, state, and local laws, codes, and regulations in its performance of the work required by this Agreement. IX. ASSIGNMENT Neither party shall assign or transfer any interest in this Agreement, nor assign any claims for money due or to become due during this Agreement, without the prior written consent of the other party. X. PATENTS, INVENTIONS, AND COPYRIGHTS SOU agrees to take appropriate steps to cause its personnel assigned to the project under this Agreement to disclose any and all inventions, improvements, and publication materials conceived or reduced to practice in the performance of the research and services and relating to the subject matter thereof, in the form of patent memoranda descriptive of such inventions and discoveries and containing adequate information necessary for the filing of patent and/or copyright applications. 2 SOU shall retain all right, title, and interest to such inventions, patents, and copyrights, which it may file at its election. SOU may determine to negotiate to share patents, and royalties with SPONSOR, in consideration of the extent of SPONSOR's support of the project. SPONSOR shall request such consideration in writing to SOU within thirty (30) days following notification by SOU of the invention, discovery, or publication materials. Upon such filing, the parties agree to complete negotiations of terms and conditions of patent, copyright, and royalty within six months from date of SPONSOR's request. SPONSOR and SOU agree to negotiate said terms and conditions in good faith. XI. PUBLICATION ON BY SPONSOR SPONSOR shall not include the name of SOU in any advertising, sales, promotion, or other publicity material without the prior written approval of SOU. XII. SUCCESSORS IN INTEREST The provisions of this contract shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and assigns. XIII. INSURANCE SOU shall secure at its own expense and keep in effect during the term of this contract the following insurance: • General Liability insurance with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate. • A certificate of insurance showing coverage for these policies shall be endorsed to name SPONSOR as an additional insured in such insurance policies and be received by the SPONSOR within 10 days of execution of the contract. Any notices under these policies shall be made by contacting: Joanne Preston SOUTHERN OREGON UNIVERSITY 1250 Siskiyou Blvd. Ashland, OR 97520 Mr. Jason A. Catz SOUTHERN OREGON UNIVERSITY 1250 Siskiyou Blvd. Ashland, OR 97520 XIV. GOVERNING LAW. This contract shall be governed and construed in accordance with the laws of the State of Oregon. Any claim, action, or suit between SOU and SPONSOR that arises out of or relates to performance of this contract shall be brought and conducted solely and exclusively within the Circuit Court for Jackson County, for the State of Oregon. Provided, however, that if any such claim, action, or suit 3 may be brought only in a federal forum, it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. XV. SEVERABILITY. If any term or provision of this contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the contract did not contain the particular term or provision held to be invalid. XVI. TERMINATION This Agreement may be terminated at any time by the mutual agreement of both parties. Also, one party may terminate this agreement upon written notice to the other party at least thirty (30) days prior to the intended date of termination. However, such early termination shall not nullify obligations already incurred for performance prior to the date of termination. XVII. NOTICES AND REPRESENTATIVES. All notices, certificates, or communications shall be delivered or mailed postage prepaid to the parties at their respective places of business as identified in the signature block of this contract, unless otherwise designated in writing. Copies of such correspondence shall also be sent all other contract signatories. XVIII. EXECUTION AND COUNTERPARTS. This contract may be executed in several counterparts, each of which shall be an original, all of which shall constitute but one and the same instrument. XIX. FORCE MAJEURE. Neither SOU nor SPONSOR shall be held responsible for delay or default caused by fire, riot, acts of God, or war where such cause was beyond, respectively, SOU's or SPONSOR's reasonable control. XX. WAIVER. The failure of SOU to enforce any provision of this contract shall not constitute a waiver by Institution of that or any other provision. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES. THERE ARE NO UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS, ORAL OR WRITTEN, NOTSPECIFIED HEREIN REGARDING THIS AGREEMENT. NO AMENDMENT, CONSENT, OR WAIVER OF TERMS OF THIS AGREEMENT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY ALL PARTIES. ANY SUCH AMENDMENT, CONSENT, OR WAIVER SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. CONTRACTOR BY THE SIGNATURES BELOW OF ITS AUTHORIZED REPRESENTATIVE, ACKNOWLEDGES HAVING READ AND UNDERSTOOD THE AGREEMENT AND THE CONTRACTOR AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 4 IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day and year of the latest date appearing with the signatures below. CITY OF ASHLAND SOUTHERN OREGON UNIVERSITY "SPONSOR" ! "SOU" By Dave Kanner Craig Morris Ashland City Administrator VP Finance and Administration Federal Tax ID#93-6002117 Federal Tax ID #47-2963287 i Date: Date: ATTACHMENT A: Scope of Work ATTACHMENT B: Budget A 40, E LOO FOFRM Ashl City Attomey Dat J,n 5 Attachment A Scope of Work The Southern Oregon University Research Center (SOURCE), under the directorship of Dr. Eva Skuratowicz, will provide the following: 1. In consultation with the City of Ashland, construct a one-page mail-in questionnaire for the businesses within the designated non-smoking area in downtown Ashland. The questionnaire will ask about recently enacted downtown ordinances in order to determine if there have been changes in downtown behavior. 2. In consultation with the City of Ashland, develop a cover letter. 3. SOURCE will seek final approval from the City of Ashland for the questionnaire and cover letter prior to mailing. 4. Print out cover letters, questionnaires, and envelopes for the survey. 5. Send out two mailings of the questionnaire. 6. Follow-up with phone interviews with those businesses that do not respond to the two mailings of the questionnaire. 7. Enter the data from the completed questionnaires. 8. Analyze the data. 9. Provide a final report to the City about the findings by January 20, 2017. 10. Provide an oral presentation to the City Council, upon request, following the submission of the written report. The City of Ashland will provide the following: 1. Feedback regarding the one-page questionnaire and the cover letter. 2. Addresses of the downtown Ashland businesses within the designated non-smoking area. 6 Attachment B Budget Printing, Postage and Mailing $405.72 Labor costs including OPE (taxes and benefits) $3,534.70 Miscellaneous Supplies $50.00 Project Subtotal $39990.42 Indirect Cost Recovery 25.2% $19005.59 Project total $49996.01 7 Purchase Order Fiscal Year 2017 Page: 1 of: 1 - _ _ - _ ' F=AR R10 N;A F- - B City of Ashland - ATTN: Accounts Payable - L 20 E. Main Purchase 420 L Ashland, OR 97520 Order # T Phone: 541/552-2010 p Email: payable@ashland.or.us V SOUTHERN OREGON UNIVERSITY H S C/O 20 Administration E I 20 East Main St N 1250 SISKIYOU BLVD p Ashland, OR 97520 D ASHLAND, OR 97520 Phone: 541/488-6002 O T Fax: 541/488-5311 R p _Ven or Phone Number sndOFF~ax=_NU He _ - = - - _ - - - - - -e Ann Seltzer Dat~Q~dere VendQ dumber = Este I~sQuirsi= - _ 11 /19/2016 258 FOB ASHLAND OR City Accounts Payable °ee=Pr-I~s Downtown Business Survey I 1 Downtown Business Survey / Downtown Behavior 1 $4,996.0100 $4,996.01 Southern Oregon University/City of Ashland Downtown Ordinances Study Research Agreement Completion date: 01/30/2017 GL SUMMARY 010200 - 604100 $4,996.01 Ai `~Authorized . ignature $4,996.01 ORM #3 CITY F ASHLAND REQUISITION Date of request: 1 Required date for delivery: Vendor Name- t~'`=e4 z r Address, City, State, Zip i{1 f 14 Contact Name & Telephone Number Fax Number SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization ❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached ❑ Written quote or proposal attached Attach co of council communication _(If council approval required, attach co of CC ❑ Small Procurement Cooperative Procurement Less than $5,000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon -birect Award Date approved by Council: Contract # ❑ Verbal/Written quote(s) or proposal(s) -(Attach copy of council communication) ❑ State of Washington Intermediate Procurement ❑ Sole Source Contract # GOODS & SERVICES El Applicable Form (#5,6, 7 or 8) El Other government,agency.con#ract $5,000 to $100,000 ❑ Written quote or proposal attached Agency e~~ ❑ (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contraef`# PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement ❑ ' A enc Ty ~ - 4,-'- 4- $5,000 to $75,000 ❑ Form #9, Request for Approval g Y ❑ Less than $35,000, by direct appointment ❑ Written quote or attached Date original contract approved by Council: proposal (Date) ❑ (3) Written proposals/written solicitation Date approved by Council: _ (Attach copy of council communication) ❑ Form #4, Personal Services $5K to $75K Valid until: Date ~E Description of SERVICES Total Cost 3 f b SdJ L4 f E i 5✓ L/d`! L' $ V Item # Quantity Unit Description of MATERIALS Unit Price Total Cost TOTAL COST ❑ Per attached quotelproposal e5i Pro9°ect Number - - - - - - - - - - Account Number r - -1 - i Account Number Account Number___-__°_-- - *Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support -Yes / No By signing this r uisition form, I certify that the City's public contracting requirements have been satisfied. ,R t f Employee: ,4 Department Head: 4 - - - (Equal to or greater than $5,000) Department Manager/Supervisor. City Administrator: (Equal to or greater than $25,000) Funds appropriated for current fiscal year: YES / NO Finance Director- (Equal to or greater than $5,000) Date Comments: Form #3 -Requisition