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Independent Consultant Agreement: How-to Guide

 

  What to do How to do it
1 Be sure that the worker will qualify as a consultant.

If you have not read Consultant vs. Contractor Overview, please do so for a concise explanation.  If the worker qualifies as a consultant, go to Step 2.

NOTE:  You may be seeking assistance to meet your obligations to a funding source.  An independent contractor or consultant agreement can be used to obtain support services to help you produce whatever you promised to accomplish for whomever gave you the funding.  However, a "subcontract" under a UCSF contract or grant is used when another entity will perform part of the primary scope of the contract or grant for which the UCSF PI is responsible.  These agreements are handled by Contracts and Grants.
2 Determine which Department Official is authorized to approve Independent Consulting Agreements (ICAs) The authorized Department Official may be of a very senior level, in which case attaining his/her time and signature may take additional time, so please plan accordingly.
3 Prepare Pre-Hire Worksheet  
 4 Get quotes/competitive bids

Any pricing proposals you obtain should be submitted with your request for a service contract or consulting agreement.  Also, ask the potential service providers for:

  • a fixed price or not-to-exceed maximum price that defines the services to be performed and what the provider will charge for those services; and
  • the service provider's FEIN or SSN, address, telephone number, and e-mail address.
 5 Prepare a Single Source Justification, if necessary. If you did not obtain competitive bids, and the proposed cost of the engagement is $50,000 or greater (or $2,500 or greater, if using Federal funds), you must fill out a Single Source Justification to document the reasoning and steps taken in determining to select a particular service provider without obtaining competitive bids or alternative proposals.
 6 Analyze for potential Conflict of Interest

It is the policy of the University to separate an employee’s University and private interests, and to safeguard the University and its employees against charges of favoritism in acquisition of goods and services.  The State of California Political Reform Act prohibits an employee from making or participating in the making of a decision if there exists a financial conflict of interest.  Requirements governing such decision-making are set forth in the University’s Conflict of Interest Code and shall be observed in purchases of goods and services by the University.  No purchase or lease of goods or contract for services shall be made from any employee or near relative, unless there has been a specific determination by Procurement or its designee that the goods or services are not available either from commercial sources or from the University’s own facilities.  See Report of Proposed Purchasing Transaction Involving Possible Conflict of Interest.

If an employee-vendor relationship exists, you must disclose it.  Please see Employee-Vendor Relationships to determine if an employee-vendor relationship exists.

Also see Senate Bill 1467 guidance

7 Prepare Submittal Memo Form.

The Submittal Memo is a guide to ensure all necessary documentation is provided.  Please pay particular attention to the following:

Verification of Funding (Item 9 in Submittal Memo) If the services are connected to a Contract or Grant, submit the Notice of Award with your ICA.

  • If the services are funded by a Federal Contract, you must print and attach special terms to the ICA and reference the terms by replacing Section 27 (Entire Agreement) of the ICA with:

This Agreement incorporates the "University of California Special Terms and Conditions for Federal Government Contracts" attached hereto and incorporated by this reference. The Agreement, thus amended, contains the entire Agreement between the parties and supersedes all prior written or oral agreements with respect to the subject matter herein. Any modification to this Agreement must be executed on designated UCSF Amendment to Independent Consultant Agreement Forms.

Vendor/Business Information Status (Item 10 in Submittal Memo)

  • Specify: business type, size, and ethnicity. (The University regularly reports the amount it spends with various business types and sizes.)
  • If the Consultant is of type WOB (Women-Owned), DV (Disadvantaged), or V (Veteran) OR S (Small in size), send the Consultant a Business Information Form and have them fax the completed form to CPBC (415-502-3031)

Approval and Certification by (Item 13 in Submittal Memo) To approve and certify in this section, a copy of a completed Delegation of Authority form must either be:

  • Submitted with the ICA documentation; OR
  • Known to be on file with CPBC (If so, please type “ON FILE WITH CPBC”).

     For further information on Delegation of Authority in general, click here.

     For further information on Delegation of Authority for the School of Medicine, click here.

8 Prepare the ICA Form

Complete the Independent Consultant Agreement form.  For helpful tips on completing the form, see ICA form tips.

Of particular importance is written a well written Scope or Statement of Work, because it is the heart of this agreement.  Defining your requirements and establishing what you expect to be done and when is key to being sure that you and the service provider see eye-to-eye and that you get the best quotes.  If you need help defining your requirements refer to Statement of Work Guidelines.

PLEASE do not sign or have the ICA signed until CPBC reviews the document.
9 Submit for BCU review

1.       Submit the following electronically to the Business Contract Mailbox:

  • ICA Form – completed, but unsigned (Required)
  • Pre-Hire Worksheet – completed and signed (Required
  • Submittal Memo – completed and signed (Required
  • Sole Source Justification – completed and signed (If Applicable)
  • Consultant proposal and other important correspondence (If Applicable)

2.       You should receive a response within approximately 48 hours, informing you of the BCU Officer assigned to the ICA, and an outline of the timeline for review and negotiation.
10 BCU Review
  1. BCU Officer reviews the submitted ICA documentation (detailed in Step 9) for completeness and conformance to University regulations.
  2. If issues are discovered, the BCU Officer will contact you to discuss and achieve issue resolution.
  3. Once all issues are resolved and negotiations completed, the BCU Officer begins the signature process.
11 Signature Process
  1. Once all issues are resolved and negotiations completed, the BCU Officer sends the consultant two original copies of the ICA Form to sign.
  2. Upon receiving the two signed originals from the consultant, the BCU Officer reviews the ICA Form for any changes and then forwards the two originals to the department for its signature with an instruction to return the originals to the BCU Officer to process for Administrative Approval.
  3. Upon receiving the two originals signed by the consultant and department, the BCU Officer processes the originals for Administrative Approval signature.
  4. Upon receiving Administrative Approval, the BCU prepares the contracts for distribution among the parties.
12 Distribution
  1. The BCU retains one of the original fully signed ICA Forms and all supporting documentation for the BCU’s records.
  2. The BCU sends the other fully signed original ICA Form to the Consultant.
  3. The BCU sends a copy of the fully signed ICA Form to the Department Contact, as well as to Accounting.

For further details, contact David Pendergast at (415) 514-9649.