Contract Signature Page_JD-22-2803 Business Management Consulting Services_CampusWorks.pdf

UNIVERSITY OF WISCONSIN SYSTEM CONTRACT NO. JD-22-2803

SYSTEM OFFICE OF PROCUREMENT

660 WEST WASHINGTON AVE., SUITE 201

MADISON, WI 53704

CONTRACT

COMMODITY OR SERVICE: Business Management Consulting Services

PERIOD OF CONTRACT: The contract shall be effective from the date of signing and shall run to June 30, 2023, with four additional one-year periods from July 1 unless either party gives notification 60 days prior to June 30 in any given year of the contract.

1. This contract is entered into by and between the State of Wisconsin, University of Wisconsin System and CampusWorks Inc.

2. Whereby University of Wisconsin System Office of Procurement agrees to direct the purchase and the Contractor agrees to supply such requirements of the commodity or service cited above in accordance with the terms and conditions of Request for Proposal No. JD-22-2803 and in accordance with Contractor’s Request for Proposal response dated April 28, 2022 acceptable and in the best interests of the University of Wisconsin System which are hereby made a part of this contract.

3. Contracts estimated to be fifty thousand dollars ($50,000) or more require the submission of a written affirmative action plan. Contractors with an annual workforce of less than 50 employees are excluded from this requirement.

Within fifteen (15) days after the award of the contract, the plans shall be submitted to the University of Wisconsin System Office of Procurement, 660 W. Washington Ave., Madison, WI 53704. Contractors and Bidders/Proposers are encouraged to contact this office for technical assistance on Equal Opportunity.

4. The parties wish to clarify the following:

a. The 2nd paragraph of Section B, 3.2 Term of Master Contract, is revised to read: “Any engagements begun prior to the completion of any term or non-renewal of the Master Contract shall survive the termination of the Master Contract and subject to the same terms and conditions as the Master Contract until such work is completed.”

b. The following sentence is added to the end of the 1st paragraph of Section B, 7 Insurance Requirements: “The University agrees that any liability of Contractor to the University is limited to the amount of the insurance described in Section B, 7 Insurance Requirements.”

DocuSign Envelope ID: BD3BECFA-DB23-4E5A-98EE-3089E5F78FE3

c. The following sentence (struck-thru) from Section B, 8.2 Notice Required before Cancellation, is deleted: "These policies shall contain a covenant requiring sixty (60) days written notice by the insurer to University of Wisconsin System Procurement Office, 660 W.

Washington Ave., Suite 201, Madison, WI 53703 before cancellation, reduction or other modifications of coverage." And replaced by: "Contractor agrees to provide prompt notice of any cancellation or diminution in the required coverage."

d. The 1st sentence in Section B, 9.1 Termination by University, is revised to read: “The University may terminate the Contract at any time, without cause, by providing ninety (90) calendar days, written notice to the Contractor.”

e. The 2nd sentence (struck-thru) in Section B, 9.1 Termination by University, is deleted: “If the Contract is so terminated, the University is liable only for payments for products provided or services performed, to the extent that any actual direct costs have been incurred by the contracted proposer pursuant to fulfilling the contract.” And replaced by: “If this Agreement is terminated prior to the expiration of its then-current term, the Contractor shall be compensated for partially completed work in the event of such termination and Contractor shall be paid 18% of the remaining sums due under the contract as a termination fee.

Contractor shall promptly submit its termination invoice to the University for payment.”

f. The 1st sentence in the 2nd paragraph of Section B, 9.1 Termination by University, is revised to read: “The University reserves the right to terminate a Statement of Work by giving written notice to Contractor of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination.”

g. The 2nd and 3rd sentences (struck-thru) in the 2nd paragraph of Section B, 9.1 Termination by University, are deleted: Contractor shall also be compensated for partially completed work in the event of such termination. The compensation for such partially completed work shall be no more than the percentage of completion of each work effort, as determined in the sole discretion of the University, times the corresponding payment for completion of such work as set forth in the University's Statement of Work. And replaced by: “If the Statement of Work is so terminated, the Contractor shall be compensated for partially completed work in the event of such termination and Contractor shall be paid 18% of the remaining sums due under the contract as a termination fee. Contractor shall promptly submit its termination invoice to the University for payment.”

h. The 1st sentence in the 3rd paragraph of Section B, 9.1 Termination by University is revised to read: Contract Termination may occur for the following reason: “Shall either party fail to perform under the terms of this Contract; the aggrieved party may notify the other party in writing via certified mail of such failure and demand that the same be remedied within thirty (30) calendar days.”

i. The following sentence (struck-thru) in Section B, 9.1 Termination by University, is deleted:

The Contractor shall advise each insuring agency to automatically renew all policies and coverage in force at the start of and resulting from this contract until specified coverage needs are revised. Contractor agrees to maintain its insurance program in effect without gaps.

j. Section B, 9.3 Termination by Either Party, is revised to read: “The contract may be terminated by either party on the anniversary of the effective date in any subsequent year of the contract if either party provides the other party with written notice ninety (90) days prior to such anniversary date.”

k. Section B, 10.1 Limitations of Liability, is revised to read: “The parties agree that Contractor’s liability for damages under this Contract shall in no event exceed the amount of insurance described in Section B, 7, Insurance Requirements provided that this limitation of liability shall not extend to Contractor’s liability for its breach of copyright or trade secret or trademark rights in the US, damages arising from its tortuous conduct that causes death or personal injury or damages to tangible property, or breach of privacy due to negligence.”

l. Section B, 10.2 Hold Harmless (struck-thru), is deleted: The Contractor agrees to indemnify, defend and hold harmless the Board of Regents of the University of Wisconsin System, its officers, employees and agents from and against any and all claims, losses, liability, costs or expenses (thereinafter collectively referred to as “claims”) occurring in connection with or in any incidental to or arising out of the occupancy, use, service, operations or performance of work in connection with this contract, but only to the extent that such claims are caused by the negligence, misconduct or other fault of the Contractor, it’s agents, employees, subcontractors or Contractors.

m. The last 2 sentences (struck-thru) of Section B, 20.11 Active Recruiting and Non-solicitation, are deleted: The University cannot legally enter into a contract which in any way restricts the rights of any individual to pursue employment with any State of Wisconsin agency. In the event a candidate for a State of Wisconsin job is hired as a result of a public job solicitation open to any qualified applicants, the University is not liable.

n. Section C, 24.0 Cancellation, is revised to read: “The State of Wisconsin reserves the right to cancel any contract in whole or in part due to non-appropriation of funds or for failure of the Contractor to comply with terms, conditions, and specifications of this contract.”

o. The following sentence is added to Section C, 24.0 Cancellation, to read: “If the Master Contract or Statement of Work(s) is canceled for non-appropriation of funds the Contractor shall be compensated for partially completed work in the event of such termination and Contractor shall be paid 18% of the remaining sums due under the contract as a termination fee. Contractor shall promptly submit its termination invoice to the University for payment.”

p. Section C, 32.0 Hold Harmless (struck-thru), is deleted: The Contractor will indemnify and save harmless the State of Wisconsin and all of its officers, agents and employees from all suits, actions, or claims of any character brought for or on account of any injuries or damages received by any persons or property resulting from the operations of the Contractor, or of any of its Contractors, in prosecuting work under this agreement.

q. CampusWork’s Statement of Work(s) will include the following clause: The Contractee acknowledges they have read and understand the Agreement termination and cancellation clauses listed below: Section 4 (e), (g) and (o).

TO BE COMPLETED BY CONTRACTOR:

FIRM NAME: CampusWorks Inc.

FIRM ADDRESS: 1767 Lakewood Ranch Blvd., #305 Bradenton, FL 34211

BY: Liz Murphy

SIGNATURE:

TITLE: Chief Executive Officer

DATE: 07/27/2022

TO BE COMPLETED BY UNIVERISY OF WISCONSIN

SYSTEM:

BY:

SIGNATURE:

TITLE:

DATE:

PROCUREMENT PHONE: (608) 263-4584

PROCUREMENT EMAIL: jdwyer@uwsa.edu

Jay Rothman

President

8/4/2022 | 4:45 PM CDT

mailto:jdwyer@uwsa.edu