Consultant Services Agreement

This Consultant Services Agreement (“Agreement”), dated August 12, 2020 (“Effective Date”), is
entered into by and between REGENTS OF THE UNIVERSITY OF MINNESOTA (“University”), and CL
ALEXANDER CONSULTING (“Consultant”).

University and Consultant agree as follows:

1. SERVICES. Consultant will perform the services (“Services”) and provide deliverables (“Deliverables”)
described in Exhibit A.
2. TERM. The term (“Term”) of this Agreement will begin on August 20, 2020 and will terminate upon
written notice by either party in compliance with Section 12 of this Agreement.
3. FEES; PAYMENT. University will pay Consultant Fees and reimburse Travel Expenses as specified in
Exhibit A, no later than 30 days after receipt of invoice and travel receipts.
4. RELATIONSHIP OF THE PARTIES. Consultant is an independent consultant and is not an employee,
partner, joint venturer, or agent of University. Consultant will not bind nor attempt to bind University to
any agreement.
5. WARRANTIES AND REPRESENTATIONS. Consultant will comply with (a) all applicable federal, state and
local laws (“Applicable Laws”). Consultant warrants that it will perform the Services in a good and
workmanlike manner and in accordance with commercially reasonable standards of Consultant’s
profession or business. Consultant will disclose any known or potential conflict of interest during the
Term of the Agreement. This disclosure will be made in writing to the Office of General Counsel,
prior to executing this agreement or initiating an activity which poses a potential conflict of interest or
might give the appearance of a conflict of interest or when any subsequent conflict arises.
6. WORK MATERIAL. All drawings, specifications, plans, computations, data, photographs, records, models,
statements, reports, and other deliverables or materials prepared or produced by Consultant in
connection with the Services (“Work Material”), are the property of University and for University’s
exclusive use and re-use at any time without further compensation and without any restriction. Consultant
grants and assigns to University all rights in and claims to the Work Material and will cooperate with
University in obtaining or enforcing University’s rights and claims. Consultant will not use the Work
Material except as expressly authorized by this Agreement. Consultant will not apply for any copyright,
patent or other property right related to the Work Material.
7. CONFIDENTIALITY AND SAFEGUARDING OF UNIVERSITY RECORDS; PRESS RELEASES: If Consultant receives
or has access to confidential or proprietary information of the University, Consultant will hold such
information confidential and will not, disclose or use the information in any way other than to complete
the Services. The term “Confidential or Proprietary Information” means any nonpublic information
concerning the University or its officers, directors, trustees, alumni, students or its programs.
Consultant’s confidentiality obligations include maintaining appropriate safeguards to avoid loss or
damage and prevent unauthorized access to or disclosure of any Confidential or Proprietary
Information. Consultant agrees to comply with any applicable confidentiality provisions of the
Minnesota Government Data Practices Act. Upon completion or Termination of this Agreement,
Consultant will return or destroy all such Confidential or Proprietary Information as instructed by the
University, unless otherwise agreed in writing.
7.1 Press Releases. Consultant will not make any press releases, public statements, or advertisement
referring to the Services or the engagement of Consultant, or release any information relative to
the Services for publication, advertisement or any other purpose without the prior written approval
of University.
8. ASSIGNMENT. Consultant's interest in this Agreement may not be subcontracted, assigned, delegated,
or otherwise transferred to a third party, in whole or in part, without the express written consent of the
University.

FORM: OGC-CUSTOM
Form Revision Date: 10Aug20
1
9. INSURANCE. Consultant shall maintain adequate insurance in any and all forms necessary to protect
Consultant against all liabilities, losses, damages, claims, settlements, expenses, and legal fees
arising out of or resulting from performance or provisions of this Agreement. Although evidence of
certain minimum coverage may be required, nothing contained herein shall abridge, diminish or affect
Consultant's responsibility for the consequences of any accidents, occurrences, damages, losses, and
associated costs arising out of or resulting from performance or provisions of this Agreement.
10. RESPONSIBILITY. Subject to applicable law, including, with regard to the University, the Minnesota Tort
Claims Act, each party will be solely responsible for all claims, actions, and direct damages caused by
the responsible party's negligence, willful wrong-doing or breach of this Agreement.
11. FORCE MAJEURE AND MEASURES TO PREVENT THE SPREAD OF INFECTIOUS DISEASE. Neither Party will
be liable for any delay or failure to perform its obligation under this Agreement if prevented from doing so
by acts of God, acts of war, acts of civil disturbance or terrorism, governmental restraints, outbreaks of
infectious disease (including quarantines and limitations on activities that result therefrom), utility or
communications failures, or any other causes that the affected Party could not, with reasonable care,
control or prevent. If such an event occurs, the affected Party will notify the other Party, and both will use
their best efforts to resume their obligations under this Agreement. If the delay or failure continues for
longer than thirty (30) days, the unaffected Party may terminate this Agreement upon not less than five
(5) days written notice to the affected Party. The University agrees to abide by all governmental advice
and orders for closure and the Consultant agrees to abide by all applicable governmental advice or orders
for quarantine, self-quarantine, isolation or self-isolation designed to reduce the spread of epidemic
disease. If this situation occurs and affects performance under this Agreement, the affected Party may
invoke this Force Majeure Clause.
12. TERMINATION. Either party may terminate this Agreement with or without cause upon thirty (30) days
prior written notice to the other party. University will pay Consultant for Services performed through
the date of termination.
13. ENTIRE AGREEMENT. This Agreement (including exhibits which are attached and incorporated for all
purposes) states the entire agreement and understanding between the parties, supersedes all prior
agreements, written or oral, between the parties with respect to the subject matter of this Agreement,
and prevails over and replaces all other agreements.
14. VENUE; GOVERNING LAW. Hennepin County, Minnesota, will be the proper place of venue for suit on
or in respect of this Agreement. This Agreement, all of its terms and conditions, all rights and
obligations of the parties, and all claims arising out of or relating to this Agreement, will be construed,
interpreted and applied in accordance with, governed by and enforced under, the laws of the State of
Minnesota.

Authorized representatives of the parties have executed this Agreement effective as of the Effective
Date:

Regents of the University of Minnesota:

By:

Name: Joan T.A. Gabel

Title: President, University of Minnesota

Date: August 14, 2020

 Exhibit A
SCOPE OF WORK

1. Engagement Details
The University is contracting with CL Alexander Consulting for the consulting services of Dr. Cedric
Alexander. Dr. Alexander is a consultant with experience in helping government entities and
community groups address issues of safety in the broad sense of the term, including fostering
dialogue over matters of security, social justice, policing, and policymaking. Consultant will assist the
University in facilitating such dialogue with students, faculty, and staff regarding the interaction of the
University’s Police Department with the University campus community.

2. Project Description & Scope of Work

Consultant will meet regularly, or as agreed by the Parties, with student and faculty representatives
as well as members of the University of Minnesota Police Department.

Consultant will organize and facilitate broader conversations and meetings between stakeholder
groups.

Consultant’s work and timeline will be coordinated with the University’s President during the Term,
which will include weekly meetings with the President, or any other appointed administrative staff, to
review progress of the ongoing consulting work.

Consultant will assist in developing and drafting recommendations for the University based upon
information gathered during the consulting engagement.

3. Timeline & Deliverables

Consultant’s work will begin on August 20, 2020, parties will assess needs and determine direction
and more detailed scope as Consultant’s work progresses.

Consultant and University will determine if there is a written deliverable that will be required prior to
the completion of Consultant’s work. If requested, Consultant will prepare a written summary of his
work with the University, with recommendations and analysis.

4. Fees
University agrees to pay Consultant twenty-five thousand dollars ($25,000) per calendar month until
the Agreement is terminated per the terms of the Agreement. In the event the start day is any day
other than the first day of a calendar month, or the Agreement is terminated on a date other than
the last day of a calendar month, then the fee for such month shall be proportionally reduced.

5. Travel Expenses
Consultant will be reimbursed without mark-up for reasonable expenses when traveling to the
University campus. Travel expenses must be consistent with University’s travel policy,
https://policy.umn.edu/finance/travel