THE UNIVERSITY OF CALIFORNIA, DAVIS

PURCHASE ORDER

32823121

Vendor

PO: UCD39167

Shipping Address

ID MEDIA PARTNERS A PARTNERSHIP OF CORP

ATTN: BRYAN MERICA
1717 I ST
SACRAMENTO, CA 95811

COLBERT, SONJA R
OFFICES OF CHANCELLOR/PROVOST
DAVIS, CA 95616-5270
530-752-7461

Shipping Terms

Payment Terms

No Shipment Involved - FOB Destination

AS PER CONTRACT

Delivery Date
Order Date

Customer #

Billing Address

06-23-2014
Delivery Instructions

FINANCE UNIT
260 COUSTEAU PLACE, STE # 150
DAVIS, CA 95618

Agreement Number

Cost Source

Vendor quote or email

Vendor Note(s)

Item
No.

Quantity

UOM

Description

Catalog#

THIS AGREEMENT is made by and between THE

REGENTS OF THE UNIVERSITY OF CALIFORNIA on
behalf of the OFFICES OF THE
CHANCELLOR/PROVOST at its Davis campus
(University) and ID MEDIA PARTNERS
(Independent Contractor).

Unit Cost

82500.0000

Extended Cost

$82,500.00

Tax Amount

$0.00

Total Amount

$82,500.00

PHASE 1 - RESEARCH & STRATEGY (12 weeks).

PHASE 2 - EXECUTION & MEASUREMENT (12
weeks).
Total Budget: $82,500
Payment Milestones:
1. Project kick-off: $32,500
2. Mid-point: $25,000
3. Project completion: $25,000
NOTE: Prior to Phase II, an amendment to
this agreement is required to identify
specific performance metrics that can be
used to gauge the success of social media
as related to this agreement.

Total Prior to
Tax:
Total Tax:

$82,500.00

Total order
amount:

$82,500.00

$0.00

Terms and Conditions

1. THIS AGREEMENT is made by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA on behalf of the OFFICES OF THE CHANCELLOR/PROVOST
at its Davis campus (University) and ID MEDIA PARTNERS (Independent Contractor).
The parties agree as follows:
1) SERVICES. Independent Contractor shall design and execute a comprehensive search engine results management strategy for the
UNIVERSITY. Contractor shall provide the services as more fully described in that 3-page attachment affixed to this document and by this
reference incorporated herein as Exhibit A.
To the extent that any term of this agreement is inconsistent with any term of Exhibit A,
the term of this agreement shall take precedence. Prior to Phase II, an amendment to this agreement is required to identify specific
performance metrics that can be used to gauge the success of social media as related to this agreement.
2) TERM. The Project Timeline is 6 months beginning June 23, 2014.
3) COMPENSATION/PAYMENT. For services rendered, Independent Contractor shall be paid the fees described above and in Exhibit A. Total
not to exceed amount for term referenced above is $82,500 less any applicable state and federal taxes, including state income tax subject
to withholding pursuant to California Revenue and Taxation Code sections 18661-18677. Payment terms are described in Exhibit A. Invoices
with the University identifying number of this Purchase Order must be submitted to the INVOICE TO: address and contact identified on the
cover page of the order.
4) CONFLICT OF INTEREST. Supplier affirms that, to the best of Supplier's knowledge, no UC employee who has participated in UC's
decision-making concerning the Agreement has an economic interest in the Agreement or the Supplier. A UC employee's economic interest
means (a) an investment worth $2,000 or more in the Supplier or affiliate, (b) a position as director, officer, partner, trustee,
employee or manager of the Supplier or affiliate, (c) receipt during the past 12 months of $500 in income or $440 in gifts from the
Supplier or affiliate, or (d) a personal financial benefit from the Agreement in the amount of $250 or more. In the event of a change in
these economic interests, Supplier will provide written notice to UC within thirty (30) days after such change, noting such changes.
5) EXPENSES. Independent Contractor shall provide, at their own expense, all equipment, materials, and related services as are necessary
to perform their obligations pursuant to this agreement.

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THE UNIVERSITY OF CALIFORNIA, DAVIS

PURCHASE ORDER

PO: UCD39167

6) TERMINATION. This agreement may be terminated for convenience by either party upon five (5) days notice to the other. If the
services described in this agreement are not performed to the sole satisfaction of University, University may terminate this agreement
immediately upon written notification to Independent Contractor. If this agreement is terminated at any time during the agreement
period, Independent Contractor will be compensated for all completed services rendered up to and including their last day of service.
University reserves the right to determine what shall be deemed completed services.
7) INDEPENDENT CONTRACTOR STATUS Both parties agree that in the performance of this agreement the Independent Contractor will not be an
agent or employee of University, will not be covered by University's Workers Compensation Insurance or Unemployment Insurance, is not
eligible to participate in University's retirement programs, nor shall they be entitled to any other University benefits.
2. 8) INTELLECTUAL PROPERTY, COPYRIGHT AND PATENTS.
A. Seller acknowledges and agrees that any deliverables provided to UC by Supplier in the performance of the Agreement, and any
intellectual property rights therein, (hereinafter the "Deliverables") will be owned by UC. The Deliverables will be considered a "work
made for hire" under U.S. copyright law and all title, interest, and rights to and in such Deliverables including, but not limited to,
any and all copyrights or trademarks, will be owned by UC. In the event that it is determined that UC is not the owner of such
Deliverables under the "work made for hire" doctrine of U.S. copyright law, Supplier hereby irrevocably assigns to UC all rights, title,
and interest to and in such Deliverables and any copyrights or trademarks thereto. Supplier further agrees to promptly execute any
additional documents or forms that may be required by UC in order to effectuate said assignment and to allow UC to register the works
with the U.S. Copyright Office or the U.S. Patent and Trademark Office. Supplier also hereby assigns any potentially patentable
inventions made by Supplier in the performance of the Agreement.
B. The Deliverables must be new and original. Supplier must not use any pre-existing copyrightable or trademarked images, writings, or
other proprietary materials (hereinafter "Pre-Existing Materials") in the Deliverables without UCs prior written permission. In the event
that Supplier uses any Pre-Existing Materials in the Deliverables in which Supplier has an ownership interest, UC is hereby granted, and
will have, a non-exclusive, royalty-free, irrevocable, perpetual, paid-up, worldwide license (with the right to sublicense) to make, have
made, copy, modify, make derivative works of, use, perform, display publicly, sell, and otherwise distribute such Pre-Existing Materials
in connection with the Deliverables.
C. Whenever any invention or discovery is made or conceived by Supplier in the course of or in connection with this Agreement, Supplier
will promptly furnish UC complete information with respect thereto and UC will have the sole power to determine whether and where a
patent application will be filed and to determine the disposition of title to and all rights under any application or patent that may
result. Supplier will, at UC expense, execute all documents and do all things necessary or proper with respect to such patent
applications. Supplier is specifically subject to an obligation to assign all right, title and interest in any such patent rights to UC
as well as all right, title and interest in tangible research products embodying such inventions whether the inventions are patentable or
not.
9) INDEMNIFICATION. The parties agree to defend, indemnify and hold one another harmless from and against any and all liability, loss,
expense, attorneys' fees, or claims for injury or damages arising from the performance of this agreement, but only in proportion to and
to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent
or intentional acts or omissions of the indemnifying party, its officers, agents, or employees.
3. 10) NOTIFICATION. Any notice required or permitted hereunder shall be sent to the parties via U.S. mail, postage prepaid, or by
personal service or as may otherwise be permitted by law, at the following addresses:
UNIVERSITY
Business Contracts Department
University of California
One Shields Avenue
Davis, CA 95616
INDEPENDENT CONTRACTOR
ID Media Partners
1717 I Street
Sacramento, CA 95811
Either party may change its address by written notice to the other during the term.
11) FEDERAL EXCLUSION WARRANTY. Contractor warrants that it is not excluded from participation in any governmental sponsored program,
including, without limitation, the Medicare, Medicaid, or Champus programs and the Federal Procurement and Non-procurement Programs.
This agreement shall be subject to immediate termination in the event that Independent Contractor is excluded from participation in any
federal healthcare or procurement program.
12) GOVERNING LAW. California law will control the Agreement and any document to which it is appended. The exclusive jurisdiction for
any and all actions arising out of or brought under the Agreement is in a court of competent jurisdiction, federal or state, situated in
the county in the State of California in which the UC campus is located or, where the procurement covers more than one campus or the
Office of the President, the exclusive venue is Alameda County, California.
13) INTEGRATION, AMENDMENT.
and signed by both parties.

This agreement contains all the terms agreed upon by both parties and may not be amended except in writing

14) AUDIT. This order shall be subject to the examination and audit by the State of California for a period of three years after final
payment under this order. The examination and audit shall be confined to those matters connected with the performance of the contract,

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THE UNIVERSITY OF CALIFORNIA, DAVIS

PURCHASE ORDER

PO: UCD39167

including, but not limited to, the costs of administering the contract.
15) SPONSOR AUDIT. The University, the Federal Sponsoring Agency, the Controller General of the United States, or any of their duly
authorized representatives, shall have access to any books, documents, papers, or records of the seller which are directly pertinent to
this order for the purpose of making audits, examinations, excerpts, and transcriptions.
16) TAXPAYER IDENTIFICATION NUMBER. California Public Contract Code Section 10518 requires that each contractor (vendor) who enters into
a contract with the University of California for $10,000 or more be assigned an identification number and that such contractor use the
assigned number on all subsequent contracts with the campus. The University of California has designated the contractor's Federal
Employer Identification Number or Social Security Number, as appropriate on each contract or PO. The number shall remain unchanged
regardless of future name changes. Pursuant to Federal Privacy Act of 1974, you are hereby notified that disclosure of your Social
Security number is mandatory. Disclosure of the Social Security number is required pursuant to Sections 6011 and 6051 of Subtitle F of
the Internal Revenue Code and Regulation 4, Section 404.1256, Code of Federal Regulations, under Section 218, Title II of the Social
Security Act, as amended. The Social Security number is to verify your identity. The principal uses of the Social Security number shall
be to report payments you have received to the Federal and State governments.
4. 17) INSURANCE. Supplier, at its sole cost and expense, will insure its activities in connection with providing the Services and
obtain, keep in force, and maintain the following insurance with the minimum limits set forth below, unless UC specifies otherwise:
A. Comprehensive or Commercial Form General Liability Insurance (contractual liability included) with limits as follows:
-Each Occurrence $ 1,000.000.00
-Products/Completed Operations Aggregate $ 2,000,000.00
-Personal and Advertising Injury $ 1,000,000.00
-General Aggregate (Not applicable to the Comprehensive Form) $ 2,000,000.00
Additional other insurance in such amounts as may be reasonably required by UC against other insurable risks relating to performance.
If the above insurance is written on a claims-made form, it will continue for three years following termination of the Agreement. The
insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement.
If the above insurance coverage is modified, changed or cancelled, Supplier will provide UC with not less than fifteen (15) days advance
written notice of such modification, change, or cancellation, and will promptly obtain replacement coverage that complies with this
Article.
B. Business Automobile Liability Insurance for owned, scheduled, non-owned, or hired automobiles with a combined single limit of not less
than one million dollars ($1,000,000) per occurrence. (REQUIRED ONLY IF SUPPLIER DRIVES ON UC PREMISES OR TRANSPORTS UC EMPLOYEES,
OFFICERS, INVITEES, OR AGENTS IN THE COURSE OF SUPPLYING THE SERVICES TO UC.)
C. If applicable, Professional Liability Insurance with a limit of two million dollars ($2,000.000) per occurrence with an aggregate of
not less than two million dollars ($2,000.000). If this insurance is written on a claims-made form, it will continue for three years
following termination of the Agreement. The insurance will have a retroactive date of placement prior to or coinciding with the effective
date of the Agreement.
D. Workers' Compensation as required by applicable state law and Employer?s Liability with limits of $1,000,000 per occurrence.
E. If applicable, Supplier will be responsible for loss of UC and UC's customers' property, directly or indirectly, and will maintain
Fidelity Bond or Crime coverage for the dishonest acts of its employees in a minimum amount of one million dollars ($1,000,000.00).
Supplier will endorse such policy to include a "Regents of the University of California Coverage" or "Joint Payee Coverage" endorsement.
UC and, if so requested, UC's customers will be named as "Loss Payee, As Their Interest May Appear" in such Fidelity Bond.
It is understood that the coverage and limits referred to under A, B and C of this Article will not in any way limit Supplier?s
liability. Supplier will furnish UC with certificates of insurance (and the relevant endorsement pages) evidencing compliance with all
requirements prior to commencing work under the Agreement. Such certificates will
(1) Indicate that The Regents of the University of California has been endorsed as an additional insured for the coverage referred to
under A and B of this Article. This provision will only apply in proportion to and to the extent of the negligent acts or omissions of
Supplier, its officers, agents, or employees.
(2) Include a provision that the coverage will be primary and will not participate with nor be excess over any valid and collectible
insurance or program of self-insurance carried or maintained by UC.
5. 18.CONFIDENTIALITY.
18.1Unauthorized Disclosure. The work product produced under this agreement, shall remain private and confidential as between the
parties. Contractor shall not disclose any work product to anyone not a party to this agreement.
18.2Confidential Information Defined. Contractor shall keep confidential any information provided by University and marked "Confidential
Information," or any information conveyed orally to Contractor by University with notification of its confidentiality, and followed by a
written communication within five days affirming that information as Confidential Information. This paragraph shall not apply to any of
the following:
i.Information which Contractor can demonstrate by written records was known to Contractor prior to the effective date of this agreement;
ii.Information that is currently in, or in the future enters, the public domain other than through a breach of this agreement or through

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THE UNIVERSITY OF CALIFORNIA, DAVIS

PURCHASE ORDER

32823121

PO: UCD39167

other act or omission of Contractor; or

iiiInformation that is obtained lawfully from a third party
6. 19. EQUAL OPPORTUNITY AFFIRMATIVE ACTION. Supplier will abide by the requirements set forth in Executive Orders 11246 and 11375.
Where applicable, Supplier will abide by 41 CFR (para) 60-1.4(a), 60-300.5(a) and 60-741.5(a), incorporated by reference with this
statement: "This contractor and subcontractor shall abide by the requirements of 41 CFR (para) 60-1.4(a), 60-300.5(a) and 60-741.5(a).
These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with
disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin.
Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in
employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability." With
respect to activities occurring in the State of California, Supplier agrees to adhere to the California Fair Employment and Housing Act.
Supplier will provide UC on request a breakdown of its labor force by groups as specified by UC, and will discuss with UC its policies
and practices relating to its affirmative action programs. Supplier will not maintain or provide facilities for employees at any
establishment under its control that are segregated on a basis prohibited by federal law. Separate or single-user restrooms and necessary
dressing or sleeping areas must be provided, however, to ensure privacy.

Address correspondence pertaining to this order to:

Contract Concerns

Invoice Concerns

Technical Questions

FIELDS, MARY A
530-754-1372
mnfields@ucdavis.edu
http://www.ucdavis.edu/

SSC Service Desk

530-754-4772
sschelp@ucdavis.edu

COLBERT, SONJA R
530-752-7461
srcolbert@ucdavis.edu

BUYER SIGNATURE
Mary Fields

Digitally signed by Mary Fields

DN: cn=Mary Fields, c=US

6/23/2014

SIGNATURE

FIELDS, MARY A
NAME PRINTED OR TYPED

Page 4 of 4

Exhibit A
FROM: Matthew Eagan & Bryan Merica, IDMLOCO
TO:

Chancellor Katehi, Karl Engelbachk, UC Davis Associate Chancellor

RE:

Six-Month Project Plan & Budget - Search Engine Results Management

DATE:

5/20/14

Thank you for the opportunity to provide this proposal to design and
execute a comprehensive search engine results management strategy.
The following plan is based on our discussions to date and our
understanding of your primary goal: to achieve a reasonable balance of
positive natural search results on common terms concerning UC Davis
and Chancellor Katehi.
Our team discretely manages high profile digital communications
engagements for elected officials, educational institutions, recognized
brands and individuals. Because of our unique background and broad
range of digital skill sets, we are uniquely prepared to navigate your
current challenges.

PHASE 1 RESEARCH & STRATEGY (12 weeks)

In the first half of our engagement, we perform a battery of digital
assessments. We perform data analyses of your specific search results
challenges and opportunities. We identify key messages and themes to
we can use to counter negative results and help your team develop a
single voice across all digital channels. We evaluate your existing assets
and resources to enhance a more balanced set of search results.
Taken together, all of this information is a necessary foundation to
develop a detailed operational plan with achievable and measurable
goals.
SEARCH ANALYIS: We will study the nature of search results, both
positive and negative, using a variety of keyword analysis tools to fully
understand the scope of the challenge and potential opportunities. Using
this data, we will map out tactical options for positively affecting the
balance of search results.
SOCIAL MEDIA AUDIT: We will review existing social media strategies,
operations and performance metrics. We will look at popular content
types and messages, community growth and other key indicators that
can provide insight into the best way to increase your reach and
influence. And we will use our 7 Archetypes of Social Media

Engagement framework to develop a unique voice that will help your

communications stand out.
MESSAGE DEVELOPMENT: Just as negative search results revolve
around a single topic, your positive content items must focus on a select
few key messages in order to penetrate the organic results. Based on
your strategic priorities for the year, we will develop a comprehensive
messaging guide to maintain a consistent overall theme across all digital
communications.
RESOURCE INVENTORY: We will meet with key staff to understand
their technical and creative capabilities. And we will review all existing
content and multimedia assets, such as email, social share graphic and
video templates. We will also meet with other stakeholder groups,
possibly including university students, to identify challenges and
opportunities from their points of view.
OPERATIONAL PLAN: We will produce a 12-week execution plan that
combines the capabilities of both of our teams. Components of the plan
will include:

A clear process governing creation, review and approval of

original content

Descriptions of roles, responsibilities and publication

permissions for key staff chosen by the Chancellors office to
participate in the execution phase

Messaging guide including key topics of interest and areas to

avoid

A detailed content calendar to guide production and publication

across all digital channels, including detailed testing of
messages and channels

A measurement and analytics framework for gauging success

throughout the program

PHASE 2 EXECUTION & MEASUREMENT (12 weeks)

The second half of our engagement is all about execution and progress.
During this period, we will be in regular contact with leadership and staff
to ensure smooth operations. We will work in two-week sprints,
executing defined segments of the operational plan and spot-checking
analytics to confirm forward movement. At four-week intervals, we will
perform a deep analysis of the performance metrics and decide on course
corrections and plan adjustments as needed based on the results.

The specific actions taken during this phase will depend on the research
performed in Phase 1. However, our engagements typically include the
following:

Provide guidance on the production of all original content, such

as blog posts, columns, email blasts, videos and social media
posts

Produce social profile and share graphics, infographics, style

guides and other creative assets to support original content
production

Provide detailed technical direction to existing web

development staff to improve SEO performance and encourage
content sharing

Setup and configure new social media profiles, refine

configurations on existing profiles and establish integrations
between them to maximize SEO performance

Develop paid promotion and sponsored content outreach plans

across all social channels based on organic performance

Analyze performance metrics from all available data sources,

provide strategic and tactical options to key staff with clear,
understandable reports

BUDGET & PAYMENTS

Project Timeline: 6 months
Total Budget: $82,500
Payment Milestones:
1.

Project kick-off: $32,500

2.

Mid-point: $25,000

3.

Project completion: $25,000

THANK YOU
Thank you again for reaching out to our firm. Were confident we have
the skills and experience necessary to help you achieve your goals. Please
feel free to reach out any time to either of us: Bryan Merica (925-7850390) and Matthew Eagan (916-747-3722).