Colorado Seed Growers Association
Handbook
2004
CONTENTS
Seed certification is the means of maintaining a pedigree on seed of a specific variety. Certified seed varieties result from years of careful effort on the part of plant breeders and growers to develop superior varieties. Varietal purity is the first consideration in seed certification, but other factors, such as weeds, diseases, viability and mechanical purity, are also very important. One of the most effective methods of preventing the wider distribution of weeds is to plant weed-free seed. Adverse effects of plant diseases can be reduced by planting clean seed from disease-free fields. Properly cleaned and graded seed is easier to plant and results in uniform stands. Certified seed gives farmers assurance that they are getting clean, pure, high-germinating seed.
Once a superior variety is developed, painstaking effort must be made to keep it pure and produce it in quantities for the good of all farmers. The production of Certified seed in Colorado is a voluntary, cooperative effort of seed growers and approved conditioners. The program is not restrictive; it is open to all who wish to meet the established standards. However, it is not the purpose of seed certification to have a large percentage of farmers producing Certified seed, but to have an adequate quantity of seed marketed in the areas where it is needed.
Seed certification for field crops in Colorado is supervised by the Colorado Seed Growers Association under authority of the State Board of Agriculture, by authority of legislation enacted by the 27th Colorado General Assembly.
The field crop certification program originated as an Extension project and was conducted through county Extension agents in the early years of Extension work. It has continued as part of the Extension Agronomy program since the establishment of the Seed Certification Service by authority of the Seed Inspection and Registration Law enacted in 1929.
The certification program depends largely upon the cooperation of the Department of Soil and Crop Sciences, the Cooperative Extension Service, the Colorado State University Experiment Station, the Colorado Seed Growers Association, the growers and approved conditioners, privately financed research and marketing firms and other segments of the seed industry.
The Plant Variety Protection Act (PVPA) was signed into law on December 24, 1970. The PVPA's objective is to encourage development of novel varieties of sexually-reproduced plants and to make them available to the public, providing protection to those who breed, develop or discover them, and thereby promoting agricultural progress in the public interest. The Plant Variety Protection Office (PVPO) of the United States Department of Agriculture (USDA) is responsible for administering the Act.
A Certificate of Protection is valid 20 years from the date of issuance. The owner has the right to exclude others from selling, offering for sale, reproducing, importing, exporting or using the protected variety in the production of a hybrid or different variety during this time. The owner is responsible for enforcing these rights.
Two options for plant variety protection are available to the developer of
a variety. The first option enables the developer and certificate holder to
sell or authorize for sale either Certified or uncertified seed of the variety.
If the certificate holder chooses this option, he must resort to civil action
if his/her rights are infringed upon within the 20-year period. The certificate
holder is not covered under Title V of the Federal Seed Act and violators cannot
be prosecuted by the federal government. In a manner similar to a patent, the
certificate owner can authorize the use of his variety in any way he wishes
on a royalty or fee basis.
The second option for protecting a variety is the "certification only"
option, which utilizes provisions of Title V of the Federal Seed Act. A variety
protected in this manner may be sold by variety name only as a class of Certified
seed. Sale of uncertified seed by variety name is in violation of both the certificate
owner's rights and federal and state seed laws. Violators of Title V may be
prosecuted by the federal or state government.
For further information, contact Colorado Seed Growers Association, Colorado State University, Fort Collins, CO 80523, (Phone 970-491-6202), or Mitch Yergert, Colorado Department of Agriculture, 700 Kipling Street, Lakewood, CO 80215-5894 (Phone (303) 239-4100).
CONSTITUTION
of the
COLORADO SEED GROWERS ASSOCIATION
As Revised in 2000
ARTICLE I
ORGANIZATIONAL NAME
This organization shall be known as THE COLORADO SEED GROWERS ASSOCIATION and
is incorporated under the general corporation act of the State of Colorado as
a "Corporation not for profit" with the principal office located at
Fort Collins, Colorado.
ARTICLE II
PURPOSE
The primary object of this Association shall be to promote the interests of
agriculture in the State of Colorado through the general use of pure seed of
the best varieties. These purposes shall be accomplished:
A. By maintaining and making available to the public, through seed certification, high quality seeds of recommended varieties so grown and distributed as to insure genetic identity and purity.
B. By cooperating with Colorado State University in the development and distribution of superior and recommended varieties and strains of farm crops.
C. By cooperating with other Agricultural Experiment Stations in fostering and regulating the introduction and distribution of foundation stocks of superior varieties and strains.
D. By developing and adopting standards of excellence for the various classes of seed grown by members under the rules and regulations for certification.
E. By providing, with the cooperation of Colorado State University, an inspection service for members growing seed crops. This service shall be known as the "Seed Certification Service" and shall be under the immediate supervision of the representative of Colorado State University who is in charge of seed certification.
F. By providing and requiring the use of uniform and distinguishing marks, tags and emblems for use on the classes of seed officially sponsored by the Association.
G. By supporting and sponsoring such activities as local, county, state and national shows and exhibits where pure seeds are featured and where the objective is to further the agricultural interests of the state.
H. By promoting, through advertising and other means, the sale and distribution of seed produced by members of the Association under the rules and regulations adopted by the Association.
I. By supporting and sponsoring such activities as local, county, state and national meetings which promote pure seeds and where the objective is to further the agricultural interest of the state.
ARTICLE III
MEMBERSHIP
A. Any resident of Colorado who is a seed grower, contract grower, seedsman,
or prospective seed grower, or who is interested in promoting the objects of
this Association, may apply for membership in the Association.
B. An application for membership may be accepted or rejected by the Board of Directors following investigation as to the applicant's integrity, his interest in better seeds, his ability as seed grower and his facilities for production, care, cleaning and storage of seed.
C. Upon acceptance of his application, the applicant shall become a member by paying the annual membership fee and by agreeing to abide by the Constitution and By-Laws of this Association.
D. Honorary membership may be conferred upon anyone interested in progressive agriculture by a unanimous vote of the Board of Directors.
E. The voting membership of this Association at any regular or special meeting shall be limited to those members actively engaged in the production of Certified seed during one of the last two years as evidenced by applications on file with the "Seed Certification Service." Voting by proxy shall not be allowed.
ARTICLE IV
ORGANIZATIONAL STRUCTURE
A. The direction and management of this Association shall be by a Board of Directors
composed of fourteen (14) Directors; eleven (11) of whom shall be active seed
producers during the year of their election; one (1) from the Department of
Soil and Crop Sciences of Colorado State University, one (1) from the Cooperative
Extension Service of Colorado State University, and one (1) representing the
Colorado Seed Industry Association.
B. One (1) Director shall be elected from each of the nine (9) Districts of the Colorado Seed Growers Association. The Directors shall be elected at a regular annual meeting of the Colorado Seed Growers Association and shall serve for a two (2) year term.
1. Districts 3 and 4 shall elect a second Director to the Board for a two (2) year term.
2. The State of Colorado shall be divided into nine (9) Districts and the counties listed under each of the Districts shall comprise the Districts as hereinafter designated:District #1: (Northeast) Logan, Morgan, Phillips, Sedgwick
District #2: (North Central) Boulder, Clear Creek, Gilpin, Grand, Jackson,
Lake, Larimer, Summit, WeldDistrict #3a,b: (West) Delta, Gunnison, Mesa, Montrose, Ouray
District #4a,b: (San Luis Valley) Alamoso, Conejos, Costilla, Rio Grande, Saguache
District #5: (Southeast) Baca, Bent, Cheyenne, Crowley, Custer, Huerfano, Kiowa, Las Animas, Otero, Prowers, Pueblo
District #6: (Central) Adams, Arapahoe, Chaffee, Douglas, Elbert, El Paso, Fremont, Jefferson, Lincoln, Park, Teller
District #7: (Northwest) Eagle, Garfield, Moffat, Pitkin, Rio Blanco, Routt
District #8: (Southwest) Archuleta, Dolores, Hinsdale, La Plata, Mineral, Montezuma
San Juan, San MiguelDistrict #9: (East-Northeast) Kit Carson, Yuma, Washington
3. The Districts named may be modified or changed by a majority vote of the Colorado Seed Growers Association at any regular annual meeting.
4. Nominations for Directors of the Colorado Seed Growers Association shall be made by the members at District meetings called for this purpose by the Secretary of the Association.
5. Directors of Districts 1, 3b, 4a, 6 and 8 will be elected to a term to begin in odd-numbered years. Directors of Districts 2, 3a, 4b, 5, 7 and 9 will be elected to terms to begin in even-numbered years.
6. In the event of a Directorship vacancy, a special meeting shall be called within that District to nominate and elect a grower to fulfill the unexpired term.
C. The Director representing the Cooperative Extension of Colorado State University shall be elected to a term that will begin in even-numbered years. The Directors representing the Department of Soil and Crop Sciences from Colorado State University and the representative selected by the Colorado Seed Industry Association shall be elected to terms that will begin in odd-numbered years.
D. The President, Vice-President, Secretary, Treasurer and immediate Past-President shall constitute the Executive Committee.
E. The Board of Directors shall meet immediately after the Annual Meeting to elect officers.
F. No one member of the Board of Directors shall be elected for President or Vice-President for more than two (2) years in succession.
ARTICLE V
EXECUTIVE DUTIES AND RESPONSIBILITIES
A. The President shall:
1. Preside over all meetings of the Association and the meetings of the Board of Directors.
2. Call special meetings of the Association and of the Board of Directors.
3. Appoint committees authorized by the By-Laws and Board of Directors.
4. Perform all acts and duties usually required of an executive presiding officer.
B. The Vice-President shall:
1. In the absence of the President, preside and perform duties of the President.
2. Serve all notices required by law and by the Constitution and By-Laws.
3. Perform such other duties as may be required of him by the Association or the Board of Directors.
C. The Treasurer and/or Manager shall:
1. Receive and disburse the funds and be the custodian of all the securities of the Association.
2. Keep full and accurate account of all the financial transactions of the Association in books belonging to the Association and deliver such books to his successor in office when qualified. He shall make a full report of all matters and business pertaining to the office to members at the Annual Meeting and to the Directors whenever required and make all reports required by law.
3. Have an annual audit by a public accountant or audit committee appointed by the President.
4. The Treasurer and/or Manager shall be properly insured, and the amount of such insurance will be determined by the Board of Directors and the cost borne by the Association.
5. Implement the Association's financial matters in accordance with all of the rules set forth in the CSGA/CSU Memorandum of Understanding , and direction from the CSGA Board of Directors.
ARTICLE VI
MEETINGS
A. The Association shall hold an Annual Meeting at the time and place selected
by the Board of Directors of the Colorado Seed Growers Association. Due notice
of the meeting shall be sent to each member at least ten (10) days in advance
of the meeting.
B. Special meetings of the Board of Directors shall be held at the call of the President or upon written request from three (3) or more members of the Board of Directors.
C. The Executive Committee shall meet upon the call of the President or upon written request of two (2) or more members of the Executive Committee.
ARTICLE VII
QUORUM
A. Five percent (5%) of the active membership or ten (10) members of this Association
shall constitute a quorum for the transaction of business at any regular or
special meeting.
B. A majority of the members of the Board shall constitute a quorum for the transaction of business.
C. Three (3) members of the Executive Committee shall constitute a quorum for the transaction of business.
ARTICLE VIII
AMENDMENTS TO THE CONSTITUTION
This Constitution and By-Laws may be amended by a two-thirds (2/3) vote of the
members present at any Annual Meeting of the Association provided notice of
the proposed changes are given by letter at least ten (10) days prior to the
meeting.
ARTICLE IX
DISSOLUTION
In the event of dissolution of the Association, any remaining assets shall be
allocated to Colorado State University to be used exclusively for research and
education in crop improvement.
ARTICLE I
ELECTIONS
Each seed grower District shall nominate a director for that District. Elections
shall take place at the annual seed grower's meeting and other nominations may
be made from the floor. Secret ballots shall be used if more than one grower
is nominated from a District. The President shall appoint a committee of three
(3) to act as tellers.
ARTICLE II
MEMBERSHIP AND OPERATING FEES
A. A member of the Colorado Seed Growers Association is anyone who has paid
the annual membership fee of the Association.
B. The annual membership fee shall be established at the Annual Meeting of the Board of Directors, of which $3 will be refunded to the organized county or area associations upon receipt of the minutes of the last meeting held during the year. The membership fees must be paid in advance or at the time of application for field inspection.
C. Each member having a field inspection shall pay such fees at such times in such form and calculated in such a manner as shall be determined by the Board of Directors and the Seed Certification Service of Colorado State University. These fees shall be designated to cover the cost of maintaining the Association and carrying on its objectives.
ARTICLE III
COMMITTEES
A. The following committees shall be appointed by the President following each
annual meeting:
1. Education and Promotion
2. Approved Conditioners
3. Standards and Procedures
4. Commodities
a. Small Grains
b. Grasses, Shrubs and Forbs
c. Beans
d. Other
5. Western Colorado Premium Bean Seed
6. Financial
7. Other
B. Duties of the Committees
1. The Education and Promotion Committee shall develop program policies to aid in the sales of Certified seed and in the education of users.
2. Approved Conditioners Committee establishes standards and monitors activities of approved conditioners.
3. Standards and Procedures Committee shall assist in changing the rules of the organization and monitor the procedures used in seed certification.
4. Commodities Committees shall recommend to the Board changes in standards, and guide management and other Committees in activities concerning individual commodities.
5. Western Colorado Premium Bean Seed Committee shall direct expenditures of funds collected for promotion of west slope grown bean seed.
C. Committee Membership
1. Committee members must be voting members of the Colorado Seed Growers Association with the following exceptions:
a. CSU Extension or Research personnel may serve on the Education and Promotion and Commodities Committees.
b. Approved Conditioners who do not certify seed may serve on the Approved Conditioner and Western Colorado Premium Bean Seed Committees.
c. Members of the Colorado Seed Industry Association may serve on the Commodity Committees.2. The Approved Conditioner Committee shall consist of at least two Class I and one Class V conditioners and one grower who is not a conditioner.
3. The Western Colorado Premium Bean Seed Committee shall consist of the District 4 director, a representative of each Approved Conditioner who wholesales bean seed in District 4 and a representative of the Tri River Extension Area.
D. Terms of membership of standing Committees (not including Western Colorado Premium Bean Seed) shall consist of six members whose terms do not exceed 3 years. Terms shall be staggered so that two members are appointed each year.
E. A chairman shall be appointed from the membership of each committee.
ARTICLE IV
CLASSES OF SEED AND STANDARDS
A. The Association shall recognize seven (7) classes of seed: 1) Breeder, 2)
Foundation, 3) Registered, 4) Certified, 5) Tested, 6) Selected and 7) Source-Identified.
B. The eligibility and standards for each class of seed for each crop shall be determined by the Standards & Procedures Committee and the Commodity Committee for that crop. Standards shall comply with the minimum standards of the Association of Official Seed Certifying Agencies.
ARTICLE V
INSPECTION, RESPONSIBILITIES, VIOLATIONS
A. All seed inspected for members shall be under the jurisdiction of the Colorado
Seed Growers Association.
B. Certification of seed shall be on the basis of reports submitted by official inspectors and the Colorado Seed Laboratory or other approved laboratories.
C. The Board in cooperation with the Seed Certification Service shall have the authority to revise annually the rules and regulations governing inspections, fees (other than membership), responsibilities and refunds.
D. Responsibility for maintaining Certified seed standards for that seed which has passed the inspection of the Association rests with the individual grower of the seed; and thus, the grower guarantees the seed to be as identified when sold by the grower.
E. All complaints on the use of fraudulent or other undesirable methods in the production handling, sale or advertising of Certified seed shall be referred in writing to the manager or the president of the Colorado Seed Growers Association.
F. On proof of the use of fraudulent or other unethical methods for sale of seed, a member may be suspended by a unanimous vote of the Board of Directors; he may be expelled by a two-thirds (2/3) vote of the members present at regular meetings of the Association. If a member violates the rules and regulations of the Association or engages or persists in practices which in the judgement of the Board of Directors are likely to injure or discredit the Association, the member may be suspended or his membership may be terminated by a unanimous vote of the Board of Directors.
ARTICLE VI
TAGS AND SEALS
Each lot of Certified seed to be sold as such must bear the official tag or
certificate designated by the Seed Certification Service and the Board of Directors.
Any seed eligible for certification must be accompanied by labels or tags attached
to the bag or a bulk sales certificate prior to shipment from the conditioner's
warehouse. If not identified, the seed is no longer Certified, nor can it be
recertified.
ARTICLE VII
EXPENSES
Traveling expenses shall be paid to the following for reasons stated:
A. To members of the Board of Directors when attending official meetings of
the Board.
B. To members of the Executive Committee when attending official meetings of the Executive Committee.
C. To members of the official committees when attending specially called meetings.
ARTICLE IX
ASSOCIATION OF OFFICIAL SEED CERTIFYING AGENCIES
The Association shall maintain membership in the Association of Official Seed
Certifying Agencies. The Board of Directors of the Association shall designate
the manager and one director to represent the Association at the annual meeting
of the Association of Official Seed Certifying Agencies. In addition, one-half
of the travel expenses of any director to attend the AOSCA meeting shall be
paid by the Colorado Seed Growers Association. One of those designated to attend
the annual meeting of the Association of Official Seed Certifying Agencies shall
be the individual in charge of the Seed Certification program at Colorado State
University, and this individual shall be an official Director in the Association
of Official Seed Certifying Agencies.
ARTICLE X
INTERSTATE CERTIFICATION
Participation of the Association in the interstate production, handling, processing,
blending and tagging the Colorado grown Certified seed shall conform to standards
developed by the Association of Official Seed Certifying Agencies and certification
agencies of other states involved.
ARTICLE XI
EQUAL OPPORTUNITY ORGANIZATION
Colorado Seed Growers Association is an equal opportunity organization, and
all members agree to respect the rights granted by all Federal and Colorado
laws, regulations and executive orders regarding equal opportunity and civil
rights "including non-discrimination" requirements in all programs
involving employees associated with the Colorado Seed Growers Association.
MEMORANDUM OF UNDERSTANDING
between
COLORADO STATE BOARD OF AGRICULTURE
(COLORADO STATE UNIVERSITY)
and
COLORADO SEED GROWERS ASSOCIATION
THIS MEMORANDUM OF UNDERSTANDING is entered into by and between the Colorado State Board of Agriculture, (the "Board"), acting by and through Colorado State University (the "University") and the Colorado Seed Growers Association (the "Association") a Colorado non-profit corporation.
RECITALS
A. The Board and the Association are parties to that certain Memorandum of Understanding, approved by the Colorado State Board of Agriculture as of May 7, 1997, as amended by Supplemental MOU Number One, signed to be effective July 1, 1997(collectively, the "MOU").
B. Pursuant to the Colorado Seed Act and agreements between the Colorado Department of Agriculture and The University, the seed certification service of the University is responsible for the certification of certain agricultural seeds and related activities, (the "Program").
C. Pursuant to prior agreements and custom and practices developed over a substantial period of time, The University through Cooperative Extension and the Association have cooperatively provided for seed certification and related services required by the Colorado Seed Act and the Colorado Department of Agriculture with the Association performing a substantial portion of the acts required in connection with those services and has collected fees from recipients of the services for performing the services.
D. The parties mutually desire to terminate their relationship as set forth in the MOU and revise the arrangements which shall govern their relationship and responsibilities as set forth below.
NOW THEREFORE, in consideration of the foregoing Recitals, the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. The Memorandum of Understanding, as amended by Supplemental MOU Number One, effective July 1, 1997 is hereby terminated. The provisions set forth below shall henceforth govern the relationship of the parties.
2. It is understood and agreed that the Association provides members to the Board of Directors of the Association pursuant to its By-Laws. Further, the Association cooperates with the Cooperative Extension and the Agricultural Experiment Station of the University in carrying out the seed certification program, including establishing standards for certification of seeds, furthering efforts to increase and release new varieties of seeds developed by the Agricultural Experiment Station, making such varieties available to Certified growers, and approving the eligibility of out-of-state Certified seeds for certification in Colorado. The following provisions shall apply to such activities:
A. The Board of Directors of the Association shall establish, from time to time, standards in the industry. In all cases, the standards established by the Association shall meet the requirements, if any, established by the Colorado Department of Agriculture and any applicable federal laws or agency regulations.
B. The Board of Directors of the Association shall include no voting members who are representatives of the Board or the University. However, if requested and permitted by the Association By-Laws, non-voting representatives designated by the Board or the University may participate as ex-officio, non-voting members.
C. Upon establishment of standards or any amendment or modification thereto, the Association shall furnish a copy to the University. The Association and the University may at any time request the other to meet and discuss standards which are in existence or which are proposed to be established, amended or modified. The University shall have the right to disapprove any standard for certification of seeds proposed for adoption by the Association so long as the disapproval shall not be contrary to any legal requirements applicable to the program and is based on scientific or industry standards.
3. It is understood and agreed that the Program, within the Cooperative Extension and the Department of Soil and Crop Sciences is operated by the University in accordance with the following provisions:
A. The Program operates under the guidance of the Manager of Seed Certification (the "Manager"), who is employed by and reports to the Board through the appropriate administrative channels at the University. The Board may also employ additional personnel for the inspection and certification of seeds, including an Assistant Manager, administrative and clerical assistants, and such other employees as it deems necessary to carry out the Program (the "CSU Employees"). The Manager shall serve half-time (50% FTE) as Manager, funded by the Association, and half-time (50% FTE) as an Extension Specialist, funded by the Board through the appropriate administrative channels at the University. All other personnel serving the Association will be supported by funding from the Association.
B. It is further understood and agreed that the Board, through the University, provides office and workroom facilities for personnel engaged in the inspection and administrative aspects of the Program.
C. It is recognized and agreed that all of the CSU Employees, including the Manager, are employees of and report to the appropriate person at the University through normal administrative channels. Each CSU Employee shall be subject to the supervision and authority of the University in performing services in connection with the Program. The University shall use its best efforts to require such persons to perform any duties in accordance with the requirements of the Program and standards established by the Association and shall seek input from the Association where appropriate in handling evaluation and similar personnel matters. However, under no circumstances shall such persons be considered employees of the Association and the University shall have the right to reassign or remove the persons from such positions at any time upon notice to the Association. The Association shall cooperate with the University to discuss and resolve any actual or potential conflict of interest that may arise in the performance of seed certification services and employees' roles in providing services and liaison to the Association.
D. The Association agrees that it shall not make any payments of any kind directly or indirectly to any CSU Employee, including but not limited to "bonus" payments of any kind.
E. Any travel or other expenses incurred by such CSU Employees in connection with the Program shall conform to University travel and purchasing regulations and shall be considered an "expense" of the Program pursuant to Paragraph 4 below.
4. The Association, through its Board of Directors, shall determine the fees to be assessed and collected by it from time to time from its members or others for the certification of seeds (the "Association Fees"). The following provisions shall apply to matters pertaining to the Association Fees.
A. The Association shall notify its members that all fees assessed by it and applications for certification of seeds shall be remitted to the Association at the Plant Sciences Building, Colorado State University in Fort Collins, Colorado.
B. All checks for such amounts shall be made payable to the Association and shall be deposited by the CSU Employees in the accounts of the Association, not University accounts.
C. The Association acknowledges and agrees that it shall be responsible for independent financial accounts at financial institutions of its choosing. No CSU Employee shall have any signature authority with respect to the accounts of the Association. Further, the Association acknowledges that the CSU Employees are not permitted to sign contracts on its behalf, prepare tax or other regulatory reporting documents, hire accountants or engage in any activities for the benefit of the Association not connected to the Program. The Association shall hire its own financial advisors and accountants for such matters to the extent it deems necessary. Additionally, the Association shall have an independent audit of its financial accounts prepared at least annually and shall provide copies to the University and Board.
5. The Association agrees to pay all expenses incurred in the Program which are not provided for by State appropriation. Such amounts shall be paid to the University by the Association in accordance with the following provisions:
A. The University shall prepare, in cooperation with the Association, a budget for all costs associated with the Program prior to the beginning of each fiscal year. The budget for the Program is based on a May 1 through April 30 fiscal year. The University shall notify and discuss with the Association any modifications to the budget necessitated during the course of each fiscal year.
B. The University shall bill the Association monthly for reimbursement of the actual costs of the Program operation, including all salaries and fringe benefits for the University Employees, and all other operating expenses. The Association shall pay the University within 30 days of the invoice date.
C. All expenditures associated with the University's operation of the Program pursuant to the budget shall be paid from University accounts in accordance with all applicable federal, state and University regulations and procedures, including but not limited to all policies and procedures applicable to procurement of goods and services, travel, and employment of individuals necessary to operate the Program. No expenses of the Program incurred by the University shall be paid by the Association directly from Association accounts.
6. For the purpose of this agreement, the persons holding the positions identified below are designated as representatives of the parties and all notices required to be given by the parties hereunder shall be given by certified or registered mail to those persons with respect to the party they represent. Either party may from time to time designate in writing new or substitute representatives or addresses to which notice shall be sent.
MEMORANDUM OF AGREEMENT
between
COLORADO WHEAT RESEARCH FOUNDATION, INC.
and
COLORADO SEED GROWERS ASSOCIATION
This Agreement is entered into as of the 3rd day of November, 1995, between the Colorado Wheat Research Foundation, Inc. (Hereinafter referred to as the "CWRF") and the Colorado Seed Growers Association (hereinafter referred to as the "CSGA"), for the services specified below.
CSGA Administrative Services: CSGA agrees to provide the following administrative services to the CWRF as part of the wheat cultivar program for the purpose of developing, propagating, producing and distributing improved wheat cultivars developed at Colorado State University:
Qualify seed growers, collect signed participant agreements and bill inclusion fees for transfer to CWRF during the first two years that a new included variety is available. (Note: "Halt" is in second year of release.)
Collect sales information on licensed varieties, compare this information with CSGA data to insure accuracy, calculate royalty charges for each included variety and invoice each participant. Invoices will be written in the name of and are payable to the CWRF. CWRF will be responsible for further statements and collection of overdue accounts receivable.
Financial: For the above services, CWRF agrees to pay CSGA the rate of 0.005% (½ cent per 100 lbs.) of each participant's total of royalty payments on included varieties. A minimum fee of $10 per year for each included variety for each participant is established and shall be credited toward the amount payable under the preceding sentence; and this minimum fee of $10 is applicable to all participants whether or not any royalties are due. Payments to CSGA for these services shall begin in the second year of the release for each included variety. CSGA will invoice CWRF for these fees once the above referenced services have been performed.
Duration: This Agreement shall be effective from August 23, 1995, through June 30, 1996, and performance will be on a continuing basis throughout the Agreement period or until canceled. This Agreement may be terminated at any time by mutual written consent or upon thirty days written notice by either party. Any modification of this agreement must also be in writing and executed by each party in order to be valid. Liaison will be maintained through the Executive Directory of the CWRF and the Manager of the CSGA.
Dispute Resolution: If there is a dispute regarding this Agreement, it will be referred to the Wheat Cultivar Advisory Committee for final resolution.
AMENDMENT
The Memorandum of Agreement between the Colorado Wheat Research Foundation, Inc. and the Colorado Seed Growers Association relating to administrative services is hereby amended under paragraph "Duration" to read:
This Agreement shall be effective from August 23, 1996, and shall continue for an indefinite period subject to an annual review by the parties.
COLORADO SEED GROWERS ASSOCIATION
Credit Policy
The Colorado Seed Growers Association is a "not for profit" organization which performs a service to its members. The CSGA endeavors to hold down costs while delivering the best service possible. It is therefore the policy of the CSGA to deal with its accounts in the following manner.
Payment for services is due upon the request of those services. Each step in the certification process must be paid for before the next step begins.
Membership fees must be paid before field application forms will be processed.
Field inspection fees must be paid before the field will be inspected. If a grower wishes to add a field to those already applied for during inspection season, and his account is not delinquent, it may be charged to his account.
Approved conditioner fees are due before certifiable seed will be conditioned.
Payment for tags is due 30 days from date of invoicing. The CSGA management has the right to refuse to print tags, test seed or progress in any step of the certification process if the applicant's account is not current.
After 60 days from the original date of invoice, a 1.5% late payment fee will be added to overdue accounts.