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    Nevis and Associates brand management contract with UC Davis

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    Nevins contract with UC Davis

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    Nevis and Associates brand management contract with UC Davis

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    66K views13 pages

    Nevins Contract With UC Davis

    Uploaded by

    Nathaniel Levine
    Nevis and Associates brand management contract with UC Davis

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    of 13
    ‘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”) a. 0. WV. 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. 02/13/01 independent Consultant form VL vu. vill 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 fore Intellectual 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. 02/13/01 Independent Consultant form x. XIL 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, ‘THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY. 02/13/02 Independent. cons ant form | | IIL xiv. xv. xvi XVuL 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-

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