EXHIBIT 6.1
AGREEMENT No. 4
between
THE PUBLIC RESEARCH INSTITUTE at SAN FRANCISCO STATE
UNIVERSITY,
THE SAN FRANCISCO STATE UNIVERSITY FOUNDATION, INC.,
and
VALUESTAR, INC.
1. PARTIES TO THIS AGREEMENT
The Public Research Institute (PRI) is a unit of San Francisco State University
(SFSU). Its mission is to provide applied social research, consultation, and
training to Bay Area and Northern California community groups, non-profit
organizations, government agencies, and private businesses; and to provide San
Francisco State students with advanced training and practical experience in
research methods and analysis.
The San Francisco State University Foundation (the Foundation) provides
personnel, payroll, legal, contractual, financial, and accounting services for
PRI.
ValueStar, Inc. (VS) is an employee owned private company committed to consumer
education and protection in the service industry. Its mission is to collect and
disseminate reliable information on business performance and customer
satisfaction and to raise the overall level of service business quality in the
Bay Area.
II. CONDITIONS AND TERMS
PRI will conduct customer satisfaction surveys for VS, monitor the work of other
survey providers, and provide other research and consulting services to VS,
under the conditions and financial terms set forth below. For purposes of this
agreement, a "survey" is defined as a series of up to 100 telephone interviews
with a service firm's customers conducted by PRI staff using a standardized or
customized VS questionnaire. The exact number of completed interviews that
constitutes a successful survey will vary depending on the target quota (not to
exceed 100) established by VS for each service firm.
A. VS AGREES:
1. To hold PRI, and SFSU, and the Foundation harmless from any financial claims
or legal disputes resulting from or associated with VS's third-party contracts
and agreements with service companies applying for the Consumer ValueStar
rating. Further, PRI, SFSU, and the Foundation will not be held legally or
financially liable for any disputes arising from any rating provided. Further,
VS holds PRI, SFSU, and the Foundation harmless for disputes arising from
reasonable performance of surveys conducted under this agreement.
2. To allow PRI the option of declining to conduct surveys in those cases judged
by PRI to be inconsistent with the institutional and educational mission of PRI
and SFSU.
3. To refrain from making any use of PRI's, SFSU's, or the Foundation's
institutional name or logo in VS advertising and media presentations without
prior approval of appropriate officers of PRI, SFSU, or the Foundation. If PRI
is not the exclusive provider of customer satisfaction surveys, PRI will not be
represented by VS as the exclusive provider of such services but only as one
provider among others.
5. To provide PRI with standardized sample lists of firm customers in electronic
form in a format compatible with PRI's software. The cost to PRI for processing
non-standard lists will be billed in addition to any other charge.
6. To specify a minimum quota of completed interviews required for each survey
to meet VS's standards of statistical reliability.
7. To provide PRI once a week with a projection of the number of surveys likely
to be requested in the following week.
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8. To pay by the 15th business day of each month for all ratings and other work
performed during the previous calendar month. Checks will be made payable to the
San Francisco State University Foundation/PRI and sent to the San Francisco
State University Foundation, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The
Foundation will send a detailed invoice for each month to VS on the 5th business
day of the following month.
9. To provide a minimum of forty (40) customer-rating surveys per month to be
carried out by PRI. With advance notice to VS, PRI may at its option reduce the
number of surveys it accepts.
B. PRI AGREES:
1. To ensure that all customer ratings are performed with professional care and
scientific integrity and in a manner that prevents data contamination or
violations of respondent confidentiality.
2. To provide completed surveys to VS, subject to PRI's capacity to meet VS's
needs; and to make reasonable efforts to provide that capacity.
3. To provide completed rating reports to VS within 12 working days of receipt
of sample lists for up to 36 surveys per month; within 14 working days for 37-45
surveys per month; and within 16 working days for 46-60 surveys per month,
unless the parties agree to a different completion date for a given survey. VS
understands that smoothing the flow of work is an important cost factor for PRI
and will endeavor to smooth it. PRI may at its option delay the start of new
surveys so that no more than three surveys start the 12-day completion period on
each successive working day and/or no more than 13 in a given week. PRI will
notify VS promptly if it implements this delay. In this event, VS may specify
the order in which PRI works on the new surveys. To start the 12-day completion
period, survey sample lists musts be ready to process, requiring no further
cleaning or correction.
4. That all information provided by PRI and gathered for VS in performance of
this agreement is the property of VS.
5. To allow VS to represent to service providers and consumers that PRI is
conducting the telephone surveys and is preparing the subsequent data for VS,
subject to the provisions of section II.A.3 above.
6. To refrain from divulging any information about VS's methodology or data to
another consumer rating company and from engaging in a similar consumer rating
product in the service industry. This restriction does not preclude PRI from
conducting market survey research for individual firms or for clients engaged in
other types of products. This provision endures for two years after the
expiration of this agreement.
7. To meet in person with VS staff as necessary to discuss the working
relationship between VS and PRI.
8. To monitor the work of VS's other survey providers:
(a) PRI will conduct orientation and training sessions with VS's other survey
providers. These will focus on the maintenance of high standards for ValueStar
survey work. Once supervisors and teleresearchers for a provider have received
PRI's orientation and training, providers are responsible for training their
staff. Renewing orientation and hearing feedback from teleresearchers and
supervisors will be arranged from time to time during PRI's site visits.
(b) PRI will conduct a listen-in session for each teleresearcher employed by
another provider at least once a week, when surveys are being conducted, with a
written evaluation of the teleresearcher faxed to the shift supervisor and a
verbal follow-up with the supervisor. PRI will identify and follow up on
potential problems, including thorough communication with ValueStar and with the
provider.
(c) PRI will conduct site visits at least monthly and may participate in the
training of new teleresearchers, including practice interviewing.
9. To provide a monthly written report to ValueStar on the work of other
providers. The report will review PRI's monitoring and auditing work and report
any problems found and their resolution.
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10. To audit the reports on customer surveys produced by VS's other survey
providers.
III. PRICES
The prices listed in Exhibit A may be renegotiated by either VS or PRI upon
written proposal of a new price schedule on January 1 or July 1 of each year. If
the parties fail to agree on the price schedule within 60 days, either party may
terminate this agreement with 30 days' written notice.
IV. TERMS OF THIS AGREEMENT
The terms and conditions of this agreement commence on January 1, 1997, and
shall be in force for a period of three years from that date.
The terms of this agreement shall be limited to the jurisdiction for the courts
of the City and County of San Francisco and the State of California, and the
jurisdiction over any dispute arising as a result of the terms of this agreement
is limited to the courts of said state.
Either party may, for cause, after a 30-day period to redress cause, terminate
this agreement with an additional 30-day written notice.
V. AGREEMENT BY AUTHORIZED SIGNERS
The undersigned of PRI, the Foundation, and VS agree to the terms and conditions
of this agreement.
/s ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Director Date April 17, 1997
Public Research Institute
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Interim Director for Grants & Contracts Date April 28, 1997
San Francisco State University Foundation, Inc.
/s/ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, President and Managing Director Date April 30, 1997
ValueStar, Inc.
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