‘THIS AGREEMENT to furnish corti
Agreement No. UCD13-04309
UNIVERSITY OF CALIFORNIA
INDEPENDENT CONSULTANT AGREEMENT
consultant services is made by and between The Regents of the University of
California, a public corporation, (“University”) on behalf of its University of California Davis? University Communications
and Nevins & Associates (“Consultant”)
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NATURE AND PLACE(S) OF SERVICE
Consultant shall create and execute an online branding campaign as described in Consultant's proposal to
University tiled, “Proactive Online Brand and Reputation Enhancement Campaign for University of California,
Davis”, attached hereto and made a part hereof. To the extent that any provision of the proposal is inconsistent with
this agreement, this agreement shall take precedence.
‘TERM OF AGREEMENT
A. Theterm of this Agreement shall commence as of the date of the last signature below and shall continue
for a period of six months.
A. Either Consultant or University may terminate this Agreement at any time by giving the other party 30
days’ prior written notice.
C. _Ifone party gives the other 5 days’ waitten notice of a breach of the Agreement and the breaching party
fails to cure or commence cure within the 5-day period, this Agreement may be terminated by the non-
breaching party.
COMPENSATION AND REIMBURSEMENT FOR EXPENSES
‘A. University shall pay Consultant for services performed on the following basis
1, Iniew ofan hourly fee, a flat fee of $15,000.00 per month fora totl not to exceed $90,000.00.
2 ‘Actual cost of travel expenses". All travel shall be preapproved by University,
3. Actual cost of miscellaneous expenses accrued by Consultant while performing work pursuant to
this agreement. All miscellaneous expenses shall be preapproved by University
MAXIMUM TO BE PAID UNDER THIS AGREEMENT: $ 99,000.00
* Reimbursement for travel and per diem shall be made in accordance with established University rates and
policies, which can be located at http:/www.ucop edwucophome/policies/bfb/g28. htm
B, —_ Payments shall be made upon Consultant's submission of invoices indicating the Agreement Number and
setting forth charges in accordance with rates detailed in paragraph III-A. Each invoice shall include
Consultant's taxpayer identification number (Social Security or employer identification number). Schedule
of payments shall be within 30 days of University’s receipt and approval of Consultant's invoice(s).
‘No payment will be made in advance of work performed, except as otherwise specified inthis agreement.
Final payment will be withheld pending completion of the work.
‘NOTIFICATION
A. In performing consulting services under this Agreement, Consultant shall be accountable to Claudia,
Morain through March 25, 2013; after that date, Consultant shall be accountable to the Associate
Chancellor for University Communications.
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B, Notices concerning this Agreement shall be addressed as follows:
TO UNIVERSITY: TO CONSULTANT:
Deborah Fraga-Decker David Nevins
Contracting Services Nevins & Associates
University of California, Davis 32 West Road, Suite 310
One Shields Avenue Towson, MD 21204
Davis, CA 95618-7761 DNevins@nevinspr.com
ingadecker@uedavis.edu
and
‘Tamera Heath
University Communications
University of California, Davis
One Shields Avenue
Davis, CA 95618-7761
‘tmheath@uedavis
TAXES
‘The compensation stated in Article I includes all applicable taxes and will not be changed hereafter asthe result of
Consultant's failure to include any applicable tax or as the result of any change in the Consultant's tax liabilities.
Consultant acknowledges that compensation payable hereunder may be subject to withholding of state and federal
income tax, including state income tax subject to withholding pursuant to California Revenue and Taxation Code
Sections 18661-18677.
INDEPENDENT CONTRACTOR STATUS
‘A. Consultant and University agree and intend thatthe relationship between them created by this Agreement
is that of independent contractors. Consultant is not an employee of the University and is not entitled to
the benefits provided by University to its employees, including, but not limited to, group insurance and
pension plans,
B. Consultant shall be solely responsible for the conduct and control of the work to be performed by
Consultant under this Agreement, except that Consultant is accountable to the individual designated in
paragraph IV-A, above, for the results of such work. Consultant's services for University shall be
performed in accordance with currently approved methods and ethical standards applicable to Consultant's
professional capacity.
ASSIGNMENT OR SUBCONTRACTING
‘The Consultant may not assign or transfer this Agreement, or any interest or claim, or subcontract any portion of the
work, without the prior written approval of the University. The withholding or granting of such approval i totally
discretionary with the University. Ifthe University consents to such assignment or transfer, the terms and
conditions of this Agreement shall be binding upon any assignee or transferee.
PROPERTY RIGHTS, INCLUDING PATENTS AND COPYRIGHTS
‘A. General: All information developed by Consultant pursuant to performance of services under this
‘Agreement shall be the sole property of University without University’s payment of additional
consideration, and shall be furnished to University onthe earlier of either (1) completion or termination of
each project, or 2) upon eartier termination of Consultant's services under this Agreement.
02/13/01 Independent Consultant foreIntellectual Property (Patents. Copyrights): In the event Consultant makes any invention or discovery or
creates any trade secret (hereinafter collectively referred to as “Intellectual Property Discovery") in the
‘course of performance of this Agreement, Consultant shall furnish University with complete information
With respect thereto and University shall have the sole righ, ttle, and interest in such Intellectual Property
Discovery without payment of additional consideration. In the event that University, in its sole disc
shall determine to apply for any patent, copyright or other protection with respect to such Intellectual
Property Discovery, Consultant agrees, at University’s request and expense, to execute all documents and
do all acts reasonably necessary and proper to facilitate the University's application for such patent,
copyright or other protection,
‘The parties hereto agree that any copyrightable work(s) developed under this agreement constitute work(s)
‘made for hire under the United States Copyright Laws and that al righ, title and interest therein, including,
copyright shall vest in the University. In the event that any such work is determined by a court of
‘competent jurisdiction not to be a work made for hire under the United States Copyright laws, or for any
other reason does not constitute a work made for hire, the Consultant, by this agreement, hereby assigns all
right title, and interest, including copyright, in said work(s) to the University, in perpetuity
IX. CONSULTANT'S LIABILITY AND INSURANCE REQUIREMENTS
A
Consultant agrees to defend at University's election, indemnify, and hold harmless University its officers,
agents, and employees from and against all claims, losses, and expenses (including costs and reasonable
attomey's fees), or claims for injury or damages that are caused by or result from the negligent or
intentional acts or omissions of the Consultan, its officers, employees or agents.
Consultant shall furnish a Certificate of Insurance or statement of selfinsurance (contractual liability
included) showing minimum coverage as follows:
1 General Liability: Comprehensive or Commercial Form (Minimum Limits)
(General Aggregate (BI, PD)" 2,000,000
Gi) Products, Completed Operations
‘Agaregate ‘$2,000,000
Gi) Personal and Advertising Injury $1,000,000
(iv) Each Occurrence $1,000,000
* (aot applicable to comprehensive form)
However, if such insurance is written on a claims-made form following termination of this agreement,
coverage shall survive for a period no less than three years. Coverage shall also provide for a retroactive
date of placement coinciding with the effective date ofthis agreement,
2, Business Auto Liability: (Minimum Limits) for Owned, Scheduled, Non-Owned, or Hired
Automobiles with a combined single limit of no less than $1,000,000 per occurrence.
3. Workers! Compensation: as required under California State Law.
4, Professional Liability Insurance witha limit of $ per occurrence, If this insurance is
‘written on a claims-made form, it shall continue for three years following termination ofthis
‘Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with
the effective date ofthis Agreement.
Other insurance in amounts as from time to time may reasonably be required by the mutual
consent of University and Consultant against such other insurable hazards relating to
performance.
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Certificate(s) shall name The Regents of the University of Califomnia as an additional insured under 1 and.
2 above, obligate the insurer to notify University atleast thirty (30) days prior to cancellation of or changes
in any of the required insurance and include a provision that the coverage will be primary and will not
participate with nor be excess to any valid and collectible insurance program of self-insurance carried or
‘maintained by the University, Premiums on all insurance policies shall be paid directly by the Consultant.
RECORDS ABOUT INDIVIDUALS
A
D.
Consultant acknowledges that the creation and maintenance of records pertaining to individuals is subject
to certain requirements set forth by the California Information Practices Act (Civil Code 1798, et seq.) and
by University policy. Such requirements include provisions governing the collection, maintenance,
accuracy, dissemination, and disclosure of information about individuals, including the right of access by
the subject individuals.
If Consultant creates confidential or personal records about an individual, as defined by the Information
Practices Act, including notes or tape recordings, the information shall be collected to the greatest extent
practicable directly from the individual who is the subject of the information, When collecting the
information, Consultant shall inform the individual that the record is being made and the purpose of the
record,
Records containing confidential or personal information about individuals are the property of the
University of California and subject to University policies and applicable federal and state laws,
Consultant agrees to deliver all such records, including originals and all copies and summaries, to the
University upon termination of this agreement.
‘Consultant shall not use recording devices in discussion with University employees without notifying all
parties to the discussion that the discussion is being recorded.
EXAMINATION OF RECORDS
‘The University and, upon Universit
’s approval, the contractor or grantor under government contracts or grants, or
its authorized representative, shall have access to and the right to examine any pertinent books, documents, papers,
and records of Consultant involving transactions and work related to this Agreement until the expiration of five
years after the final payment hereunder. Consultant shall retain project records for a period of five years from the
‘date of final payment.
CONFLICT OF INTEREST
A
Consultant will not hire any officer or employee of the University to perform any service covered by this
agreement. If the work isto be performed in connection with a federal or state contractor grant,
‘Consultant will not hire any employee ofthe government concemed to perform any service covered by this
agreement.
Consultant affirms that to the best of his/her knowledge there exists no actual or potential conflict between
Consultant’ family, business or financial interest and the services provided under this agreement, and in
the event of change in either private interests or service under this agreement, any question regarding
possible conflict of interest which may arise as a result of such change will be raised with the University,
Consultant shall not be a reporting relationship (0 a University employee who is a near relative, nor shell
the near relative be in a decision-making position with respect to the Consultant,
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AFFIRMATIVE ACTION
‘The Consultant recognizes that as a federal and state government contractor or subcontractor, the University of
California is obligated to comply with certain laws and regulations of the federal and state government regarding
equal opportunity and affirmative action. When applicable, the Consultant agrees that, as a government
subcontractor, the following are incorporated herein as though set forth in full: the non-