Consultant Agreement ‘This Agrecment is made between the University of North Dakota University”) and Mumey and Associates, Consultan). RECITALS. ‘A. University desires to obtain the serves of Consultant; and B. Consultan claims to have expertise and experience to provide such sevices for University, ‘TERMS Consultant agrees to perform such professional services, with the standard of professional sare and skill eustmarly provided in the performance of such services a9 are sot ovth in this Agreement, ond University agresto pay Consultant such amornts as are specified inthis Agreement ‘allupon the following tems and eoitions: 10 Scapeof Service. Consultant shall provide the services set forth herein and as described on such Schedules and ‘Addenda so may be attached: 4La Services tobe performed: Individual Hogan Assessincuts: Tis includes the administrative process, preparation, individual rows interview, feetbaek and surnmsty report. $1709 por asteca foe Zoum Development This ncudes a Rowe Pont presentation that encapsulate both ‘the individuals on the teams? Hogan results, and implications forthe team with Dest practices for team effectiveness. Cost per session varies, depending on time peeded, runs between $1,200 ~ $1,500 per session (includes prep, P-Potat and ‘acilitations of 2-3 hour session). Andependent Consulting: This includes ongoing individual coaching, fecilitated Secunda oa vay dacs eal ae a ee eatin. ae eee 1. Reta Datars fed etn etnies 2.0 Recsand Expenses. 24 thin ers topey Conant fe eed in Sees Peo 2 Thott and dentin, al bps non sbmson on nein CoH edna aiploiale eae ‘Camas Ret o9.09.203530 —X_() ininezemental phases upon completion of each phase of the work 29 Consultant agrees that Consultant i solely responsible for paymert of income, sociat ‘security, and other employment taxes due tothe proper taxing authorities, and that University ‘wil not deduct such taxes ftom any payments to Consultant hereunder. 2.4 University shall reimburse the following incidental out-of-pocket expenses that are ‘heeked and initialed up to an amount reasonable and necessary for the performance of the Consulting Services: XG) Toca travel reimbursed at State Rates; => ©) roundstrip ir (conch) from tothe project TK GG) _perdiem subsistence not to exeasd GBA Rate per day. 25 Consultant shall submit an invoice and adequate receipts and documentation as ‘quested by Univesity to support reimbursement ofall reimbursable out-of pockot expenses ‘and shall provide University with its Federal Texpayer's Identification number or Social Seeurty Number lefore receiving payment under this Agreement. Tem. ‘The Consulting Servioes to be rendered by Consultant under this Agreement shall commence notlater than September 1,2016 and be completed by August gx, 2017. Time is ofthe essence inthis Agreement. This term may be extended beyond such completion date if Univesity agrees to the ‘etonsion in writing, 40 44 ‘The Consultant shall perform as an independent contractor under this Agreement. The Consultant, its emsloyees, agents, or representatives are nol employees of the Univesity for ny purpose, including, but notliaited to, the applestion ofthe Social Seeurity Ac, the North Dakota Unemployment Act, and the North Dakota Workers! Compensation Act. No part of the Agreement stall be construed to represent the creation of an employer/employee ‘olationship. The Consultant willretain sole and absolute diseretion inthe manner and means ‘ofearrying out Consultant activitics and responsbilitis under this Agreement, except to the ‘extent specified inthis Agreement. 42 Consultant shall not have the authority to enter into any contractor agreement to bind ‘University and shall not represent to anyone that Consultant has such authort 4.3 Consultant represents and warrants to University that in performing the Consulting Services Consultaze wil not be in breach of any agreement with a tied party. 44 The Consultant aflrms that, to the best ofits knowledge, there cists no actual or potential confict between the Consultant's family, business, or financial interest and its services under this Agreement; and, inthe event of change in ether its private interests oF services undor this Agreement, the Consultant wil raise with the University any questions regarding possible oule of interest which may arise as a result of euch change.5:0 Confidentiality of Information Conexitant agrees not to use or disclose any information it recelves fr the University mider this contract tht the University has previously identified as confidential or exempt fom mandatory public disclosure except as necessary to cary aut the purposes of this contract oa authacized i ‘advance by the University. The University agrees not to diselese any information ft recelves from Consultant thatthe Consultant has previously identified as confidential and which the University determines in ity sole disecetion is protected from mandatory public diselosure tnder « specific ‘xcoption tothe North Dakota open records aw, North Dakota Century Cote ction 44-04-18, The Aint of University and Consultant to maintain confideatialiy of information tmer this section continues beyond the tem of tia contract, or aay extensions ot renewal Ut 60. nce with Public Records Law Consultant understands that except for disclosure probit inSaton 60 the University ‘must slo tothe public upon quest any recast eclves fom Corsaitan Gasuant futher understand that any records which are tained or generated bythe Constant under theese, ‘sept oreo tate ein under Scion my under eran ccna, hope tothe publcopon request ner the North Dakots pen recrds lav. Contant agen: eonact the Universy immediately upon recliners or formation var the en seanelaw nd to comply with th Universi instructions on hawt respond tothe reed. 70 Properts Rights and Reports, 7 Conltant agrees that any com ‘opytghtable work, dlgcoveries, inventions orimprovezients dewey Conmtent sty, ‘or with others, resulting from the performance of Cansuling Services pursuant to this Agreement aro the property of University, and Cancultant hereby assigns all ights thecein to University. Consultant farther agrees to provide University with any aasstance hich University may require to obtain patents or copyright registrations or otherwise perfee or momorialie its ownership, including, the execution of any documents silent’ by University “+ programs, software, documentation, 72, Consultant shall provide copy ofa written report within 30 daya after the completion 6f the Consulting Services required by this Areeemtent. Futher, the partes ager that the report was pecially ordered and commissioned by University, an isa work forhireas such ‘erm i used and defined in the Copyright Act. Acsordingly, University shall he eonsdered theauthor thereof, and the solesand exclusive owner throught the ward forever ofall rights existing therein,’ including all manuscripts, reports, sketches, crafls, notes, maps, ‘memoranda, ete, relating tothe work, and all evsions, editions, and versions thereof in all languages, forms, and media now or hereafler known and developed 8.0 Tumination of Contract 84 The University may terminate this Agretment for convenience upon thirty (30) da Drlor written notice to the Consultant. tn the event of termination for eanventence, the Consxitant shal be paid for services satisfactorily performed under the Agreement p 1 the foctive date of termination,8.2 ‘The University may terminate this Agrooment effective upon delivery of notice to ‘Consultant or at such later date a2 may be state in the notice under any ofthe fellowing conditions| B24 levels sf funding from federal, state, or other souroes is not obtained or contineed at sufficient to allow forthe purchase ofthe services under this Agreement. This ‘Agreement may be modifiod by agreement ofthe parties in writing to accommodate 8 rerluetion in Fund, seo away If federal or stato lave, rules, or regulations are modified or interpreted in such that the services are no longer allowable ar appropriate for purchase under this “Agreement, or are no longer eligible forthe fanding proposed for payments antharized by this Agreoment. gag ‘any licens, permit, or certificate roquited by law, rule, regulation, ar the terms ofthis Agreement, is for any zeason denied, revoked, suspended, or not renewed. 83 ‘The University, by writen notice of default (including breach of contract) to Consultant ‘may terminate the whole or any part ofthis Agreement: 8s 832. 833. 834 895 If Consultant fils to provide services called for by this Agreement within the time specified or any extension agreed to by University. 1f Consultant fale to penforin any ofthe other provisions of this Agreement, or 0 fails to pursue the work as to endanger performance ofthis Agreement in fccordance with its terms, and after receipt of written notice from University, fails to correct suc failunes within ten days or sued longer pesiod as University say authorize. {nthe event a termination under soetion 79.1 07.3.2, University may complete the performance of this Agreement by such means as University reesonably selects and Canmotant shall be responsible for sny additional costs incurred by ‘University in so doing. Any amounts due Consultant for serves performed by Consultant in compliance with the terms of this Agreement prior to such termination for defalt, shall be subject to offset of any additonal costs of ‘completing this Agreement and other damages incurred by University as result ‘of Consultants default “The rights and remedies of University provided in the above clauses related to defaults (inehuding breach of contract) by Consultant are not exclusive and are {in addition to any other rights and remedies provided by law or under this Agreement. ‘applicable, Consultant-owned equipment not removed from premises by the Consultant spon termination of this Agreement and/or after ten days" written notice tothe Consultant may be zemoved and placed in storage by University. All costs of removal, storage, produit, and revenue loss shall be bome by the Consultant8.4 Inthe ovent Constant shall be judged as bankrupt, making a genera assignment for td benefit of its eroitors, or if receiver shall be appointed on acooant of Consultant's Pee ency, University may, by watten notice to Consultant, without prejudice to any other Behe or femoties which’ University may have at law or in equity, terminate farther ‘performance Consultantof this Agreement. 9-0 Indemanifistion, Consultant agres to defend, indemify, and hold harmless the Univesity ana its officers and employes, fom and aginst aims based upon the vicackous Lib of University rts agent), bat sep ait Unierstys comparative and/or cantributory negligence or fa, sole negligence, Pitentional miseondet. ‘This obligation to defend, indemnify, and bold harmless doesnot extend to rotational ait claims arising rom profesional errors and omissions. ‘The legal defense provided, Pp Gonsuftun to University under this provision must be free of ay conflets of Interest even i vhantion of spatate legal counsel forthe University is necessary. Any aloney appointed torepresent {he University must ist qualify and be appointed by the North Dakota Attorney Geneal asa Special UAseistant Attorney General a require uuder section 54-12-08 of the North Dakots Century Code: ‘Gonsultaut also apres to defend, tademtify, al hold the University harmless for ll costs, expences, Sodattorneys' fees incurred in establsing nd itgating the indemniieation covernge provided herein. ‘This obligation chall eontinge fer the termination of this Agreement. 10.0 Insurance. 2041 Consultant shall secure and keep in fore during the'term ofthis Agreement (and shall Jecquire al subenmtracors, prior to commencement of an agreement between Constant and {ad aubcontrasor ta secure and keep in fore) from insurance companies, governinet sell- ftsurance pools or goverlment seretention funds authorized to do business in North Dakota ts following insurance coverages: 10.1.1 Commercial general liability, including promises or operations, eontrnetal, ant praduets or completed operations coverages GE applicable), with manfmum limits of $$250,000 per petson and $1,000,000 per occurrence: 102.2 Workers’ compensation coverage meating all statutory requirements The policy shall provide coverage forall sates of operation that apply othe performance ofthis ‘Agreement; and 102.4 Rmployer’s ibility of “stop gap” insurance of not less than. $1,000,000 as an Z2aek cmdnton the workers’ compensation or commercial general iebility surance Fuither, fcheckéd, Consultant will maintain the following coverages: 103.4 Professions! errors and omissions, including, a three-year, “tail “Zatrage endoraement with minimum limits of $2,000,000 per occurrence and inthe aggregste; and/or _X 1015 Automobile lability, Including Owned (€ any), Hired, and Now- ‘Temed automobiles, with miniemum limits of $250,000 per person and $1,000,000 per occurrence.“Th insusance coverngra ated above must nee the following additional requirements: 10.22 Aay deduetible or sel-ineured retention amount or other similar ebigation ‘ner the policies shall be the sole responsiblity of Consultan. 10.2.2‘This insurance imay be in poliey oF polisios of insurance, primary and excess Jnclading the so-called tmbrella or eatastrophe form and mast be planed with the Insurors fated "A. or beter by A.M Best Company, Ine, provided any excess policy follows form for coverage, Insurers rated legs than an *A-" rating must be approved by the University 10.2. The duty to indemnify Univesity under this Agreement shall not be limited by the insurance equived in this Agreement. 10.2.4 Univesity, including its officers and employees, shall be endorsed on the commercal general Kabilty policy, including any excess policies (to the extent Spyliabie) as additional insured. University stall have all tbe benefits, rights, and ‘overages as Cansultant uncer sid policies. 4025 Theinsurance required inthis Agreement through pi or endorsement shal Include oe 30.2.5. a “Waiver of Subrogation” vaiving any right to recovery the insurance company may have against University. 10.252. desienated entity notin of cancelation or nonrenewal endorsement ving the Owner thesame natifation rights as the Contractor under the poly. 1026 Any attorney who represents University under the policy must frst qualify as and be appointed bythe Nerth Dakota Attorney Ceneralasa Special Assistant Attorney ‘Goneral as required uder section 54-12-08 ofthe North Daketa Century Code, 10.2: Consultant's insurance coverage sball bo primary (ie, pay first) n respect to any insuranee, self-insurance, or se otention maintained by University and that any iiearance, self-insurance, of selfretention maintained by the University shall be envess of Consultants insurance and shall not contribute with it 10.2.8 The legal defense provided tothe University under the policy and any tndersements must be fee f any conflicts of intrest, even if retention of separate Tegal saa or the University is nsceconry. 10.29 The insolvency or bankruptcy of Consultant shall not release the insurer from payment under the policy, even when ach Snaolvency or bankraptcy prevents Consultant from anecting the retention linit under the pliy. 10.210 Consultant shal frnish certificate of insurance tothe undersigned University Teptestntative prior to commencement ofthis Agreement. All endorsements shall be provided as soon as practiable.20 10.2.1 Failure to provide insurance as required inthis Agreement isa material breach ofeontact entitling University to terminate this Agreement immediately ‘Supervision and Inspection, 12. _Consulant wll gvesufficint supervision ofthe Work using itsbest lil and attention. Consultant wl extefully study and compare all specifications and other instructions and will at once report to University any error, inconsistency or omission which it may discover. Consultant shal also employ capable, experienced or reliable workersas may be required for the work toe performed, 41.2 Univenity reserves the right to request the removal of any Consultant employee from the project if In the judgment of University, such removal shall be necesoary i ordce protect the inierests of Univesity. The manner of performance ofthe Work and all materi ‘used therein shall be subject to inspection, test, and approval of University, and the Consultant stall furnish all information required by University concerning the nattce and souteeof any materials ineorporated or to be incorporated into the Work 41 _Consulant and its employees or agents shall have the right o use those University facilities that are necessary to perform services under this Agreement and shall have no eight ‘of access to any other fclities ofthe University Administration of Aureement — Notification, 121 ‘The Usiversity Contract Representative named below shall be the University's authori representative in all matters pertaining, to procedures or the administration of the ‘terms and conditions ofthe Agreement, x22 For infrmation purposes, a University Technical Representative may be indicated below. Tf listed, the University Technical Representative may be contacted directly by the Consultant to dieass technical iaoues or echedulse related to performance of duties und ‘responsibilities inthis Agreement, ‘Uaiversiy Cortzact Representative University Technieal Representative ‘gutie Betting Inteviom, Aa VPStudent Afi 12. Notice to Consultant shall be to Mumey Associates ‘soziVemouAveS 286 Eiina, MNSSAs6 12.4 All communications hereunder shall be fn writing and shall he ent by registered. or certified mai, return receipt requested or by an overnight courier service tothe person(s) listed below. ‘A notice shall be deemed to have been given when revived at the specified potification address. Indude the Agreement Number (or Purchase Order Number, ifapplicable in any notifications, The provision ofthis section do not supersede any statutes or rales of court regarding notice of claims or servi of process, In the event oft conde between ths section and any statutes or roles of eovrt, the statutes or rues of court govern, 29.0 Rome Majeure, Consultant shall not be held responsible for delay or default caused by fie, vot, act of God, or the event is beyond Consultant's reasonable eontrol and Consultant gives aotice ‘0 University immediately upon oveurrence of the event cansing the delay or default or which is reasonably expected to cause a delay or default. In the event af any such delay, Consultant shall only be allowed an extension ofthe date of delivery for a period equal to the duration of the celay and Consultant shall not be entitled to any extra compensation for such delay. Consultant shal take all reasonable steps to avoid or end sueh delay 4.0. Ente Asreement: Modification, ‘This Agreement (and its attachments, if any) constitutes the entre understanding between ‘he partes with respect to the subject matter hereof and may not be amended except by an agreement signed by Consultant and an authorized representative of University. 35.0 Severability, ‘The terms ofthis Agroement are severable such that if any torm or provision is decured by a ‘court of competent jurisdiction to be illegal, void, or unenforeeable, the remainder ofthe provisions shall continue tobe valid and enforecable 19.0 Governing Lave Forum, ‘This Agreement shall be governed by and construed under the laws ofthe State of North ‘Eakota, and the Northeast Central Judicial District Court of North Dakota shal be the foram for any lewesuit arising fom or incident to this Agreement, 7.0 Paragraph Headings, ‘The paragraph headings inthis Agreement are inserted for convenienoe only and shall not be ‘anstroed to limit or modify the scope of any provision of this Agreement. 180 Non-Waiver. The delay or failure of ether party to exercise any ofits rights under this Agreement for a “breach thereof shall not be deemed tobe a waiver of such rights, nor shall the eame be deemed to be waiver of any subsequent breach, ether ofthe same provision or otherwise. soo Assignment, ‘This Agreement may not be assigned by Consultant without the prior writen consent of University. Any assignment of this Agreement by Consultant in whole orn par, by operation of law ‘or otherise withont the prior written consent of Univesity, shall bo void,20.0 State Anite All records, regurdis of physical form, and the sccouting practices and procedures of Constant relevant to this Agreement are subject to examination by the University or the North Dakota State Anditor or the Ando’ d Consultant will maintain all such records for atleast ‘ree (3) yeas following carapletion ofthis Agreement. IN WITWESS WHEREOR, the authorized representatives of the parties have executed this ‘Agreement an this 4 day of September, 2016, UNIVERSITY: CONSULTANT: University of North Dakota Ma sia oy (PULA By: = "authorized Signatafe) athorid Sigaajde) wees ee ‘Tite: Vige President for Stadent fairs Pate!