Contract Signature Page_JD-22-2803 Business Management Consulting Services_Deloitte Consulting LLP.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.

This contract is entered into by and between the State of Wisconsin, University of Wisconsin System and Deloitte Consulting LLP.

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 the attached 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.

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.

TO BE COMPLETED BY UNIVERISY OF WISCONSIN

SYSTEM:

BY: ___________________________________

SIGNATURE: ____________________________

TITLE: _________________________________

DATE: _________________________________

PROCUREMENT PHONE: (608) 263-4584

PROCUREMENT EMAIL: jdwyer@uwsa.edu

TO BE COMPLETED BY CONTRACTOR:

FIRM NAME: Deloitte Consulting LLP FIRM ADDRESS: 834 East Washington Ave., Suite 337 Madison, WI 53703

BY: _________________________________

SIGNATURE: _________________________

TITLE: _______________________________

DATE: _______________________________

PHONE: _____________________________

EMAIL: ______________________________

Scott Friedman

Principal

September 6, 2022

215-789-2753 scottfriedman@deloitte.com

DocuSign Envelope ID: 39A19D24-92AC-43F1-91E9-111C9CE4268A

9/9/2022 | 10:53 AM CDT

Jay Rothman

President mailto:jdwyer@uwsa.edu

RFP JD-22-2803

UNIVERSITY OF WISCONSIN SYSTEM

REQUEST FOR PROPOSAL (RFP) JD-22-2803

Business Management Consulting Services

DATE OF ISSUE:

March 31, 2022

Issued By University of Wisconsin System Administration

Office of Procurement

PROPOSAL DUE DATE: April 28, 2022 2:00 PM (CST)

There will be no public opening

Late Proposals will not be accepted and will be rejected!

DocuSign Envelope ID: 39A19D24-92AC-43F1-91E9-111C9CE4268A

State of Wisconsin

DOA-3261 (R08/2003)

s.16.75, Wis. Statutes

PROPOSALS MUST BE SEALED AND ADDRESSED TO:

Remove from proposer list for this commodity/service. (Return this page only.)

AGENCY ADDRESS:

Jacob Dwyer University of Wisconsin System Administration Office of Procurement 660 W. Washington Ave., Suite 201 Madison, WI 53703

REQUEST FOR PROPOSAL

Proposal envelope must be sealed and plainly marked in lower corner with due date and Request for Proposal #JD-22-2803. Late proposals will be rejected. Proposals MUST be date and time stamped by the soliciting purchasing office on or before the date and time that the proposal is due. Proposals dated and time stamped in another office will be rejected. Receipt of a proposal by the mail system does not constitute receipt of a proposal by the purchasing office. Any proposal which is inadvertently opened as a result of not being properly and clearly marked is subject to rejection. Proposals must be submitted separately, i.e., not included with sample packages or other proposal s .

Proposal openings are public unless otherwise specified. Records will be available for public inspection after issuance of the notice of intent to award or the award of the contract. Proposer should contact person named below for an appointment to view the proposal record. Proposals shall be firm for acceptance for sixty (60) days from date of proposal opening, unless otherwise noted. The attached terms and conditions apply to any subsequent award.

THIS IS NOT AN ORDER

PROPOSER (Name and Address)

Proposals MUST be in this office no later than

April 28, 2022 2PM CST

*ELECTRONIC SUBMISSIONS

ONLY*

Public Opening

No Public Opening

X

Name (Contact for further information)

Jacob Dwyer Phone 608-263-4584 Quote Price and Delivery FOB

N/A Description

Date March 31, 2022

REQUEST FOR PROPOSAL (RFP): Business Management Consulting Services for the University of Wisconsin System Payment Terms: Delivery Time:

We claim minority bidder preference [Wis. Stats. s. 16.75(3m)]. Under Wisconsin Statutes, a 5% preference may be granted to CERTIFIED Minority Business Enterprises. Bidder must be certified by the Wisconsin Department of Commerce. If you have questions concerning the certification process, contact the Wisconsin Department of Commerce, 5th Floor, 201 W. Washington Ave., Madison, Wisconsin 53702, (608) 267-9550.

We are a work center certified under Wis. Stats. s. 16.752 employing persons with severe disabilities. Questions concerning the certification process should be addressed to the Work Center Program, State Bureau of Procurement, 6th Floor, 101 E. Wilson St., Madison, Wisconsin 53702, (608) 266-2605.

Wis. Stats. s. 16.754 directs the state to purchase materials which are manufactured to the greatest extent in the United States when all other factors are substantially equal .

Materials covered in our bid were manufactured in whole or in substantial part within the United States, or the majority of the component parts thereof were manufactured in whole or in substantial part in the United States.

Yes No Unknown In signing this proposal we also certify that we have not, either directly or indirectly, entered into any agreement or participated in any collusion or otherwise taken any action in restraint of free competition; that no attempt has been made to induce any other person or firm to submit or not to submit a proposal; that this proposal has been independently arrived at without collusion with any other proposer, competitor or potential competitor; that this proposal has not been knowingly disclosed prior to the opening of proposals to any other proposer or competitor; that the above statement is accurate under penalty of perjury.

We will comply with all terms, conditions and specifications required by the state in this Request for Proposal and all terms of our proposal.

Name of Authorized Company Representative (Type or Print) Title Phone

Fax

Federal Employer Identification No.

Signature of Above Date

Social Security No. if Sole Proprietor (Voluntary)

This form can be made available in accessible formats upon request to qualified individuals with disabilities.

Table of Contents

Section A Request for Proposal 7

1 General Information

1.1 Organization of this Solici tation Document

1.2 Introduction and Background

1.3 Scope

1.4 Definitions

1.5 Calendar of Events/Timetable

1.6 Fixed Offer Period

1.7 Procuring and Contracting Agency

1.8 Clarification and / or Revisions to the Specifications and Requirements

1.9 Reasonable Accommodation

1.10 VendorNet Registration

2 Preparing and Submitting Proposal

2.1 General Instructions

2.2 Incurred Costs

2.3 Submitting the Proposal

2.4 Proposal Organization, Format and List of Requirements

2.5 Cover Sheet (DOA-3261)

2.6 Multiple Proposals

2.7 Confidential and Proprietary Information

2.8 Certi fication of Independent Price Determination

3 Terms and Conditions of Contract

3.1 Master Contract Terms and Conditions

3.2 Term of the Master Contract

3.3 Statement ofWork for Request for Services

3.4 Firm Prices

3.5 Payment Terms and Invoicing Requirements

3.6 Allowable Expenses

3.7 Background Checks

3.8 On Si te Service

3.9 Record and Audit

3.10 Eligible Purchasers

3.11 Nondisclosure and Confidential Information

3.12 Protection of Universi ty’s Confidential Information

3.13 Copyright

4 Proposal Requirements

4.1 Mandatory Requirements (0 points)

4.2 General Requirements

5 Proposal Evaluation and Award of Contract(s)

5.1 Proposal Evaluation and Scoring

5.2 Scoring Criteria

5.3 Evaluation Committee Responsibilities

5.4 Right to Reject, Waive and Negotiate Proposal

5.5 Award / Best and Final Offer

5.6 Notification of Intent to Award Contract

5.7 Protest and Appeals

Section B Other Special Contract Terms 24

1 Parties to the Contract

2 Applicable Law

3 Excused Performance

4 Disclosure

5 Hierarchy of Documents

6 News Releases

7 Insurance Requirements

8 Certificate of Insurance Requirements

8.1 Commercial General Liabili ty

8.2 Notice Required Before Cancellation

8.3 Evidence of New Insurance

9 Right to Terminate Contract

9.1 Termination by University

9.2 Termination by Contractor

9.3 Termination by Either Party

10 Limitations of Liability / Hold Harmless

10.1 Limitations of Liability

10.2 Hold Harmless

11 Nondiscrimination and Affi rmative Action

12 Contractor to Provide Required Services

13 Permits, Licenses and Taxes

14 Performance Meetings

15 Business Review

16 Additions to the Contract

17 Subcontractors

18 Fair Price Analysis

19 Reporting of Child Abuse and Neglect

20 Personal Services Rider

Section C Standard Terms and Conditions 32

1 Supplemental Standard Terms and Conditions for Procurements for Services

Section D Attachments 38

1.1 Attachment – Bidder Required Form – DOA 3832

1.2 Attachment - Affidavi t

1.3 Attachment – Types of Services and Cost Proposal Form

1.4 Attachment - Bid Submittal Checklist

Section A Request for Proposal

1 General Information

1.1 Organization of this Solicitation Document

This document is divided into fourmain sections. The sections may also refer to “Attachments” when such organization assists in making this document more fluid. Section A contains 1) general information; 2) instructions to proposers; 3) termsand conditions of the contract; 4) mandatoryand general requirements of all proposals; and

5) details on the evaluation process. Section B contains other contract terms, Section C contains the State of Wisconsin Standard Terms and Conditions, and Section D contains important Attachments.

1.2 Introduction and Background

The purpose of this document is to provide interested parties with information to enable them to prepare and submit proposals for business management consulting services for the University of Wisconsin System. The UW System intends to use the results of this RFP to award multiple contracts for these services.

The UW System provides education to approximately 165,000 students and employs more than 40,000 faculty and staff (including graduate assistants) at 13 universities across 26 campuses. The UW system also serves more than one million citizens through statewide extension programs.

The total UW budget is about $6 billion, with payroll expenses of more than $2 billion. All UW employees are also state employees. UW System also has a strong shared governance system that is enshrined in Board of Regents policy. Faculty, academic staff, university staff and students have the right to advise leadership on important policies, as well as having certain statutory responsibilities.

The UW System is governed by a Board of Regents that consists of 18 members, 16 of whom are appointed by the Governor, subject to confirmation by the Wisconsin Senate. Of these 16 members, 14 serve staggered, seven-year terms and two are ex officio members (State Superintendent of Public Instruction and president or a designee of the Wisconsin Technical College System Board). Two UW students serve for two-year terms; one of the two is a non-traditional student.

The Board establishes policies and rules for governing the UW System, planning to meet future state needs for collegiate education, setting admission standards and policies, reviewing and approving university budgets, and establishing the regulatory framework for individual institutions, who operate with as much autonomy as possible. The Board appoints the UW President and the chancellors of the institutions and UW Colleges & UW- Extension. The Board also grants tenure appointments to faculty members.

All UW System campus programs provide Wisconsin’s citizens with opportunities to contribute to the state’s growing “knowledge economy” through the University of Wisconsin’s three-pronged mission of teaching, research, and public service.

The following link may provide additional information relevant to providing a responsive proposal and understanding of the UW System and its individual campuses: http://www.wisconsin.edu

1.2.1 The University of Wisconsin System

http://www.wisconsin.edu/

1.3 Scope

The purpose of this procurement is to provide qualified service providers with information to enable them to prepare and submit proposals for a general management consulting contract to assist the UW System and its institutions in improving its effectiveness, efficiency and flexibility in business processes and service delivery.

Part of the University’s strategic plan is to be a responsible steward of our resources by aligning our resources with priorities, making administration and governance more effective, efficient, and flexible. The awarded Contractors will be able to provide such services as operational assessments, business process improvement, benchmarking, strategic planning, and implementation services including change management services. These services will NOT include any technical information technology services covered by mandatory DOA contracts.

The University anticipates making multiple awards relative to service areas based on the highest scoring proposals.

Subsequent to contract award, Request for Services (RFS)will be issued to Contractors to solicit proposals for individual service engagements.

For engagements estimated to be over $5000, University customers of the awarded contract will be required to complete a Request for Service (RFS) document, review and evaluate the responses submitted by Contractors and complete a summary of the RFS process. The RFS document will ask Contractors to submit pricing and detailed information showing how they would be best suited to provide the specific service being requested. Once responses are received, departmental staff will review the responses for the best fit for university needs. This decision may not be based on price alone. The University will be the sole and final judge of the contractor best suited to meet the service need. Once a contractor for a project is determined, the Contractor to be used under the RFS process should receive a Service Agreement with a Scope of Work to be performed and a Purchase Order.

For engagements estimated to be under $5000, University departments may exercise Best Judgment to select a Contractor. (Few engagements are expected to be less than $5000, if any.)

Scopes for individual service engagements will vary and will be identified in the Request for Services. For example, the scope for operational assessments and business process improvement engagements will likely start with current state assessments and/or a diagnostic review process. The review should contain data rich benchmarks compared with best-in-class organizations and include performance metrics. Work should consider the operating environment of the UW system including governing bodies and regulatory environment. Contractors may be asked to identify high potential opportunities for operational improvement, cost savings or avoidance and revenue enhancement considering efforts already underway. Scopes may include implementation planning and execution including change management strategies.

As another example, the scope of a strategic planning engagement might includethe following: leading the University through short- or long-term strategic planning; maximizing stakeholder engagement, including facilitating sessions with stakeholders; assistingwith implementationplanning and providing change management services; and assistance with developingtracking tools and measurements as requested.

1.4 Definitions

The following definitionsare used in this RFP:

• Campus meansa UW System campuscontractingfor these consultingservices.

• Confidential Information shall mean information or data that may be exempt from disclosure to the public or other unauthorized persons under state or federal law. Confidential Information includes, but is not limited to, a combination of names, addresses, Social Securitynumbers, Campus ID numbers, e-mail addresses, NetID’s, telephone numbers, financial profiles, credit cardinformation, driver’s license numbers, medical data, law enforcement records, agency source code or object code, andagency security data.

• Contractor means a successfulproposer awarded a contract.

• Department means UW System campus department or Office, i.e. Office of Human Resources.

• DOA means the State of Wisconsin Department of Administration Bureauof Procurement.

• Operations Administrator means the Universitystaff member representingthe Universityon a specific engagement involving a Statement of Work. (See Section A, 3.3)

• Proposer means a firmsubmitting a Proposal in response to this Request for Proposal.

• Proprietary Informationshall mean informationownedby the Contractor to whichthe Contractor claims an interest to be protected under law. Proprietary Informationis informationwhichqualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or material whichcan be kept confidentialunder the Wisconsin public recordslaw.

• System Procurement or Office of Procurement means UW System Procurement.

• RFP means Request for Proposal.

• RFS means Request for Services.

• SOW shall mean Scope of Work for an individual service engagement. Scope of Work is an agreement where specific work to be performed is described, including anymilestones, reports, deliverables, and Work Product that are expectedto be providedby the Contractor. The SOW shouldalsocontaina timeline for all deliverables/Work Product.

• Solution shallmeana plan proposedby the Contractor that solves a problem, improves a process, or explainshow to solve or improve the problem/process.

• State means State of Wisconsin.

• Subcontractor shallmeanone not in the employment of Contractor, who is performingall or part of the businessactivities under this Contract under a separate contract with Contractor. The term “Subcontractor” means Subcontractor(s) of anytier.

• University and UW bothmean University of Wisconsin System and/orcampus.

• UWS: University of Wisconsin System

• Work Product or Deliverablesshall mean data andproducts producedunder this Contract includingbut not limited to, discoveries, formulae, ideas, improvements, inventions, methods, models, processes, techniques, findings, conclusions, recommendations, reports, designs, plans, diagrams, drawings, Software, Software documentation, databases, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions, to the extent provided by law.

1.5 Calendar of Events/Timetable

Listed below are specific and estimated dates and timesof actions relatedto this Request for Proposal (RFP). The actions with specificdates must be completedas indicatedunless otherwise changedby the UW System. If the UW System finds it necessary to change any of the specific dates and times in the calendarof events listedbelow, it will do so by issuing an addendum to this RFP. There may or may not be a formal notification issued for changes in the estimated dates and times.

RFP

DATE EVENT

Vendor Written Questions to UWS April 12, 2022 Answer to Vendor Questions (Estimated): April 15, 2022 Proposals Due at 2pm CST to UWS Office of Procurement April 28, 2022 Review of Proposals (Estimated) 2 - 3 weeks Notification of Intent to Award (ITA) (Estimated) Week of June 1, 2022 Contract Signature Complete (Estimated) July, 1 2022

1.6 Fixed Offer Period

All Proposals submitted to obtain General Business Management Consulting Services shall remain fixed and valid for acceptance for a one hundred eighty (180) day period startingon the proposal due date April 28, 2022.

1.7 Procuring and Contracting Agency

This RFP is issued for the State of Wisconsin by the University of Wisconsin System Administration Office of Procurement which is the sole point of contact for the State during the proposal evaluation process. The contract resultingfrom this RFP shall be betweenthe State of Wisconsin, Board of Regents of the University of Wisconsin System doingbusiness as the University of Wisconsin System, hereafter referred to as the "University," and the successful proposers hereafter referred to as the "Contractor" for the provision of Business Management Consulting Services according to the terms set forth herein.

1.8 Clarification and / or Revisions to the Specifications and Requirements

Any questions concerning this RFP must be submitted in writing on or before April 12, 2022, to:

Jacob Dwyer, UW System Office of Procurement jdwyer@uwsa.edu

Questions regarding this RFP should reference “RFP JD-22-2803” in the subject line.

Vendors are expectedto raise any questions or exceptions they have concerning the RFP DOCUMENT at this point in the RFP process. If a vendor discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in this RFP, the vendor shouldnotify immediately the above-named individual of such error and request modification or clarification of the RFP.

If it becomesnecessaryto provide additionalclarifyingdata or information, or to revise any part of this RFP, revisions/amendments and/or addendums will be provided to all recipients of this initial RFP.

Each proposal shall be predicatedupon all the terms andconditions of the RFP and all supplements or revisions thereof.

If a proposer fails to notify the University prior to the Proposal due date of a known error in the Proposal (an error that reasonablyshouldhave been knownto the Proposer) and a contract is awardedto that Proposer, the Proposer shall not be entitled to additional compensation or time by reasonof the error or its correction.

Any contact with universityemployeesconcerningthis RFP is prohibited, except as authorized by the RFP manager during the period from date of release of the RFP until the notice of intent to contract is released.

1.9 Reasonable Accommodation

The University of Wisconsin System (UWS) Office of Procurement will provide reasonable accommodations mailto:chubbard@uwsa.edu including the provision of informational material in an alternative format forqualified individuals with disabilities upon request. If you think you needaccommodations at the vendor conference, contact UWS Office of Procurement, Jacob Dwyer, (608) 263-4584.

1.10 VendorNet Registration

The State of Wisconsin’s purchasing informationand vendor notification service is available to all businesses and organizations that want to sell to the state, including the University of Wisconsin System. Anyone may access VendorNet on the Internet at:

http://vendornet.state.wi.us to get information on state purchasing practices and policies, goods, and services that the state buys, and tips on selling to the state, including the University of Wisconsin System. Vendors may use the same Web site address for inclusion on the bidders list for goods and services that the organization wants to sell to the state. Registration, which is free, guarantees the organization will receive an e-mail message eachtime a state agency, including any campus of the University of Wisconsin System, posts a request for bid or a request for proposal in their designatedcommodity/service area(s) with an estimated value over $50,000. Organizations without Internet access may receive paper copiesin the mail. Increasingly, state agenciesalso are using VendorNet to post simplified bids valued at $50,000 or less. Vendors also may receive e-mail notices of these simplified bid opportunities.

2 Preparing and Submitting Proposal

2.1 General Instructions

To be considered, Proposers must respond to each of the requirements listed in Section A, Item 4, and per the Submittal Instructions in this Item 2. Failure to respond to eachof the requirements in the RFP may be the basis for rejecting a response. Responses should be formattedto correspond numerically to the requirements listed in Section A, Item 4.

NOTE: Elaborate proposals (e.g., expensive artwork), beyondthat sufficient to present a complete and effective proposal, are not necessary or desired.

2.2 Incurred Costs

The University is not liable for any cost incurred by proposers in replying to this RFP.

2.3 Submitting the Proposal

Proposers must submit an electronic original, markedas such, with all materials requiredfor acceptance of their bid by the deadline shown on this Request for Proposal. Vendors must also submit one electronic copywith all proprietary information redactedfrom the Proposal Submittal. The copymust be clearly labeled andmarked “Redacted Copy”.

Submission must be made to:

University of Wisconsin System, Office of Procurement Attn: Jacob Dwyer, Procurement Specialist Via the following email address: jdwyer@uwsa.edu

All Proposals must be receivedby the University of Wisconsin System Office of Procurement via email jdwyer@uwsa.edu prior to the stated due date of 2pm Central Time April 28, 2022. The Time of Email Receipt of

DocuSign Envelope ID: 39A19D24-92AC-43F1-91E9-111C9CE4268A http://vendornet.state.wi.us/ bid to jdwyer@uwsa.eduwill be consideredthe time stamp. Proposals received after the 2pm Central Time April 28, 2022 due date will be considered late and will not be acceptedas a legitimate bid.

The instructions for submitting a Request for Proposal submissionare as follows:

Strongly preferred Method:

• Place an electronic copyof your complete Proposal Submission in a secure on-line folder which

Jacob Dwyer, UWS Procurement Manager is grantedpermission to access.

• Send Jacob Dwyer, UWS Procurement Manager, a link to access that folder by the due date for submissions, 2:00 p.m., Thursday, April 28, 2022 at jdwyer@uwsa.edu.

• Files will be downloaded by UWS Procurement uponreceipt, but not revieweduntil after the due date of this RFP.

Please make certain that the necessary permissions are granted to UWS Procurement to access the folder and download the files. If password protected, please sendthe password to jdwyer@uwsa.edu via a separate email by the due date specifiedon this RFP.

If unable to use the Strongly Preferred Method(above):

• Email the RFP as an attachment by the due date for submissions, 2:00 p.m. Thursday, April 28, 2022 to jdwyer@uwsa.edu.

• Send a separate email with the date and time the RFP was emailed.

• Please be aware that UWS e-mail subsystem may trap e-mail containinglarge attachments and/or certaintypes of encryptions and/or embedded macros to subject it to additional screening.

• If possible, please use the “Strongly Preferred Method”.

Note: Allowable Attachment Size for UWSA Email Receipt is 10MB.

2.4 Proposal Organization, Format and List of Requirements

Proposals shouldbe a complete and concise description of the proposer’s ability to deliver materials, equipment, or services. Proposers should clarify whether they agree or take exception to eachof the specifications. Proposals should be organizedand presented in the order and by the number assigned in the RFP. Proposals must be organized with the headings andsubheading as listed in the RFP. Anyproposal submitted should provide a glossary of all abbreviations, acronyms, andtechnicalterms used to describe the services or products proposed.

Complete and return the attachments in Section D, Attachments 1.1-1.3 and Cover Sheet DOA 3261.

2.5 Cover Sheet (DOA-3261)

The cover page DOA-3261 (foundon page 2 of this Request for Proposal(RFP) must be completedby the proposer and submitted with the proposal.

2.6 Multiple Proposals

Multiple proposals from a Proposer will be permissible; however, each proposal must conform fully to the requirements for proposal submission. Each suchproposal must be separatelysubmittedand labeledas Proposal No. 1, Proposal No. 2, etc. in the response.

The University shall only consider proposals alternates from those proposers who have met qualifications and have completedthe required submittal format.

DocuSign Envelope ID: 39A19D24-92AC-43F1-91E9-111C9CE4268A mailto:jdwyer@uwsa.edu mailto:jdwyer@uwsa.edu

2.7 Confidential and Proprietary Information

As the University is a state agency, any restrictionson the data containedwithin a proposal submittedmust be clearly stated in Attachment 1.1, Bidder Required Form (Section 4). Proprietary information submitted will be handled in accordance with applicable State of Wisconsinlaw. It is the proposer’s responsibility to defend the determinationin the event of an appeal or litigation. Data, documentation, and innovations contained in the proposal become the property of the University. Excessive designation of informationas proprietary may result in disqualificationof your Proposal.

2.8 Certification of Independent Price Determination

By submitting this proposal, the proposer certifies (and in the case of joint proposaleachparty thereto certifies as to its own organization) the following in connection with this RFP:

The prices, rates, and fees in this proposal have been arrived at independently, without consultation, communication, or agreement with any competitor for the purpose of restricting competition.

Unless otherwise required by law, the prices, rates, and fees which have beenquoted in this proposal have not been knowingly disclosed by the proposer prior to opening in the case of an advertised procurement or prior to award in the case of a negotiated procurement, directly or indirectly to any other proposer or to any competitor.

No attempt has been made or will be made by the proposer to induceany other person or firm to submit or not to submit a proposal for the purpose of restricting competition.

2.8.4.1 Responsibility

He/she/they is the personin the proposer’s organization responsible within the organization for the decision as to the prices being offeredherein and that he/she/theyhas not participated, and will not participate, in any action contrary to 2.8.1 through 2.8.3.

2.8.4.2 Agent Authorization

He/she/they is not the person in the proposer’s organization responsible within that organization for the decision as to the prices being offered herein, but that he/she/they has been authorizedin writing to act as agent for the persons responsible for suchdecisions; and he/she/they has the authority to certify that such persons have not participated, and will not participate in any action contrary to 2.8.1 through 2.8.3 and as their agent doeshereby so certify; and he/she/they has not participatedand will not participate in any actioncontraryto 2.8.1 through 2.8.3.

2.8.1 Independent Pricing, Rates and Fees

2.8.2 Disclosures

2.8.3 Restriction of Competition

2.8.4 Proposal Signatory Authority

3 Terms and Conditions of Contract

3.1 Master Contract Terms and Conditions

A Master Contract will be awarded based on the criteria established in this RFP. The Master Contract shall establ i sh terms and conditions which shall apply to all engagements of the Contractor pursuant to this RFP. The terms and conditions of the Master Contract will contain:

3.1.1 The contract requirements identified in this Section A, Item 3 and Section B of the RFP.

3.1.2 The Proposer’s commitments identified in their responses to Section A, Item 4.

3.1.3 The State Standard Terms and Conditions of Contract as provided in Section C.

3.1.4 The Specifications, Special and Standard Terms and Conditions, Attachments to the proposal document, Proposer response and any UW Purchase Order will become the Contract between the University and the Contractor. (See Section B, Item 5, Hierarchy of Documents)

3.1.5 If any conflict exists between the terms and conditions of the Master Contract and Terms and Conditions in a Statement of Work, the Master Contract shall prevail.

The University reserves the right to negotiate contractual terms and conditions or reject the Proposer’s response and proceed to the next qualified proposer.

Submitting a standard Proposer Contract as a complete substitute or alternative for the language in this solicitatio n will not be accepted and may result in rejection of the Proposer’s proposal.

3.2 Term of the Master Contract

The contract effective date shall commence upon the date of the signed contract and shall be available for provisioning of services identified in the RFP for a period of one year, with the option of four one-year renewal periods. It is the intent of the University to start the resulting contracts upon successful negotiations.

Any engagements begun prior to the completion of any term of the Master Contract shall survive the termination of the Master Contract and be subject to the same terms and conditions as the Master Contract until such work is completed.

This contract shall be extended into its subsequent years upon mutual agreement of the University and the Contractor.

3.3 Statement of Work for Request for Services

A Statement of Work shall be used to spell out specific goals and timeline for a specific engagement of the Contractor. The Statement of Work shall include:

• A description of the Scope of Work

• A timeline for the services to be provided

• A specific description of delivered accomplishments that identify the work as completed.

• The specific consultants that will be utilized and their titles as it relates to the cost structures proposed in the RFP response.

• A “Not to Exceed Limit” for individual engagements

• An estimate of any expenses allowable per terms of the Master Agreement.

• An estimate of total expenses

• University Operations Administrator for the Engagement

• Contractor’s Manager for the Engagement

The University reserves the right to negotiate terms and conditions or reject the Contractor’s response and proceed to the next qualified Contractor.

3.4 Firm Prices

As the University experiences continued decline of funding, it likewise expects its contractor to maintain its pricing structure for the duration of the Master Contract. All hourly rates established for the individuals and their relative positions identified in the Master Contract shall remain firm for the initial term of the Master Contract. Should any individual identified in the Contractor’s response to this RFP subsequently advance to a new position in the company, the hourly fees associated with the same position shall then apply to any future Engagement Letters. In no case, however, shall any person assigned to provide services pursuant to any Statement of Work, be switched, or charge more for their services until the work identified in the Statement of Work be completed.

Price increases must be labeled with the contract number and be submitted in the same format as the original Proposal. Any price increase requested that is not submitted in the proper format may be rejected. Any increase after the initial term, shall be limited to the cumulative percentage change in the Consumer Price Index since the start of the contract, less 2%, for any subsequent extension of the Master contract.

Price increase requests proposed after the initial Contract term must be received by System Procurement in writing 60 calendar days prior to the beginning of the next contract term for acceptance or rejection. If System Procurement deems cost increases are not acceptable, it reserves the right to rebid the contract in whole or part. Acceptance of the price increases shall be in the form of an amendment to the contract.

3.5 Payment Terms and Invoicing Requirements

• The Contractor shall invoice for completed statements of work or milestones as agreed to by the parties.

• Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order including reference to purchase order number and submittal to the correct address for processing.

• Invoices submitted by Contractor must reference a Purchase Order (P.O.) and Statement of Work (S.O.W.)

Proposals should include a proposed schedule of payment. The following conditions must be incorporated into the payment schedule:

A. The University will not make prepayments for services.

B. Milestone progress payments must represent an accurate percentage of the entire project progress.

C. All invoices must contain the timeframe for services being invoiced and the billable hours for each position providing services.

The University will pay the Contractor no more frequently than monthly, net 30 days after receipt of proper invoicing.

UWS normally will pay properly submitted Contractor invoices within thirty (30) calendar days of receipt providing goods and/or services have been delivered, installed (if required), and accepted as specified. The State of Wisconsin Prompt Payment Policy shall apply to the payment of all open invoices. No discount will be provided for early payment. A good faith dispute pursuant to s. 16.528, Wis. Stats., creates an exception to these prompt payment requirements.

3.6 Allowable Expenses

The rates established for the various resources provided shall be inclusive of all administrative overhead and support necessary for them to carry out their work. The rates shall be inclusive of the following which may not be invoiced to the University:

• All phone costs

• All incidental copying costs, except copies of presentation materials that may exceed 500 pages cumulatively. In such cases, copy costs shall be 15 cents per copy.

• Travel costs while Contractor’s staff is working on site.

• All overhead costs including but not limited to the following: facilities, training, benefits, insurance, and any other cost not directly attributable to the work performed for the University.

3.7 Background Checks

The contractor warrants they are supplying employees who have passed a background check(s). The contractor warrants they are screening employees for a Social Security Trace, County Level Criminal Search(in all counties as found by the Trace), and a National Sex Offender Search in a background check. Contractor agrees to defend, indemnify, and hold harmless the University, its officers, directors and employees for any claims, suits or proceedings alleging a breach of this warranty. This includes management, full and part-time staff, and student employees.

3.8 On Site Service

In carrying out the scope of this Contract, the Contractor may be required to perform services on Universi ty property. Proposer cost must include all transportation and insurance charges. The contractor is required to maintain insurance in compliance with Section B, Certificate of Insurance Requirements.

3.9 Record and Audit

The Contractor shall establish, maintain, report as needed, and submit upon request records of all transactions conducted under the contract. All records must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with federal, State of Wisconsin and local ordinances.

The University shall have the right to audit, review, examine, copy, and transcribe any pertinent records or documents held by the Contractor related to this contract. The Contractor shall retain all applicable documents for a period of no less than five years after the final contract payment is made. The University reserves the right to inspect any facilities used to support this Contract.

3.10 Eligible Purchasers

All University of Wisconsin System campus locations, State of Wisconsin agencies, and Wisconsin municipalities may be eligible if offered from the proposer to purchase from this contract. Proposers are to state on the RFP Checklist whether they will agree to provide items to these other locations.

A Wisconsin municipality is defined by Wisconsin Statute 16.70(8) to include counties, cities, villages, towns, school boards, sewage, drainage, vocational, technical and adult education districts, and other bodies with the power to award public contracts.

This contract must not be construed as mandatory upon any University campus, State agency or municipality. The University reserves the right to issue a separate Proposal when deemed in the best interest of the University.

3.11 Nondisclosure and Confidential Information

To the extent allowed by Federal or Wisconsin law, both parties agree, on behalf of themselves, their affiliates, and their employees, independent contractor sand consultants, that they shall not use, except as otherwise expressly permitted here under, or disclose to anyone, without a need to know in order to perform under this Contract, either during or after the term of this Contract, any Confidential Information.

To be deemed “Confidential Information” for purposes of this Contract, any such Contractor information must be appropriately marked as confidential at the time of disclosure or should be reasonably understood by the receiving party under the circumstances.

In recognition of the foregoing, each party agrees: (a) that it will use the same degree of care to prevent disclosure of Confidential Information as is used to protect its own confidential information of a similar nature; (b) unless otherwise required by Wisconsin Public Records Law, that it will not authorize disclosure of any Confidential Information to anyone outside of the party’s organization, except with the disclosing party’s prior written consent.

3.12 Protection of University’s Confidential Information

Contractor acknowledges that some of the material and information that may come into its possession or knowledge in connection with this Contract or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under state or federal laws (“Confidential Information”).

Contractor agrees to hold University’s Confidential Information in strictest confidence and not to make use of Confidential Information for any purpose other than the performance of this Contract, to release it only to authorized employees or Subcontractors requiring such information for the purposes of carrying out this Contract, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other party without the University’s express written consent or as provided by law. Contractor agrees to implement reasonable physical, electronic, and managerial safeguards to prevent unauthorized access to University’s Confidential Information.

Immediately upon expiration or termination of this Contract, Contractor shall, at University’s option: (i) certify to University that Contractor has destroyed all University’s Confidential Information in Contractor’s possession; or

(ii) return all University’s Confidential Information to University.

3.13 Copyright

The Contractor affirms that to the best of its knowledge all materials furnished and use dare its own original material or material which they have obtained the copyright to use for the purposes of this Agreement. Written copies of copyright clearances may be required by the University.

The Contractor's work under this Agreement is a "work for hire" and that the owner of such work is The Board of Regents of the University of Wisconsin System. If for any reason the work performed by Contractor under this Agreement is found not to constitute a work for hire, then, in consideration for the payment set forth under this Agreement, Contractor hereby assigns all rights in the intellectual property created, including the copyright, to The Board of Regents of the University of Wisconsin System.

The Contractor agrees that the copyright and all other rights pertaining to the work product furnished under this agreement, including any royalties or fees that may accrue, shall belong to the Board of Regents of the University of Wisconsin System.

4 Proposal Requirements

This section describes all information that must be presented to have a compliant response to this RFP. You should respond in the same sequential fashion as presented in this section. Please format your response to correspond numerically with items listed below. Evaluators will not be expected to pull the responses from an otherwise organized presentation of your qualifications and financial package.

The proposer’s response to this subsection must clearly demonstrate the capacity to handle the needs stated in this proposal in addition to the Proposer’s current workload. The University reserves the right to request supplementary information deemed pertinent to assure proposers competence, business organization, and financial resources are adequate to successfully perform services. Each of the requirements must be responded to in the format and order presented in each section even if the answer is simply yes or no.

NOTE: Failure to respond to all items in this section may be deemed as sufficient reason to reject any proposal.

Points cannot be awarded where responses are not provided.

Requirements that include the word "must" or "shall” describe a mandatory requirement. Failure to meet a mandatory requirement MAY disqualify your Proposal.

Requirements Y E S

N O

4.1.1 Proposer must show proof of financialstability. Proposer (company or its principals) must be in the business of providing general management consulting services andmust have done so for the past five years. Provide the last three (3) years of audited financial statements including a profit andlossstatement and a Balance Sheet. The University will determine internally the financial stability of respondents to this RFP process.

4.1.2 Contractor must have demonstrated performance success workingwith institutions of similar size and complexity as the University of Wisconsin System campuses.

4.1.3 The State of Wisconsinrequires purchasedservicesto be performedin the United States. Contractor warrants that the services provided to the UW System under this contract will be performed in the United States. The inability to perform servicesin the United States shall be grounds for disqualifying your proposal.

4.1.4 Proposer must complete the Typesof Services and Cost Proposal Form providedin Section D, Attachments, #1.3.

4.1 Mandatory Requirements (0 points)

4.2 General Requirements

4.2.1.1 All assigned senior consultants (e.g. Director, Senior Manager, Manager) should haveworkedin Higher Educationinstitution(s) as employees, consultants, or independent contractors. All assigned senior consultants must have previously beenengagedto perform a similar scope of work to Section

1.3. Please document how your consultants meet theserequirements includingroles and experience.

4.2.1.2 Describe your firm’s experience leveraging past projects to improve efficiency andoutcomes on current projects.

4.2.1.3 Provide a brief (less than one page) general history of your firm. Proposer shouldhave demonstrated ability to retain highly skilled, qualified senior consultants.

4.2.2.1 In at least three of the following: operational assessments, business process improvement, benchmarking, strategic planning, and implementation services including change management services, please describe your experiences covering the four items below. At least one experience with a university system of similar size and scope as the University of Wisconsin System would be desired.

A. Project Overview B. Methodology C. Staffing D. Results

4.2.2.2 Identify the senior staff that would be made available to work on projects listed in Section 1.3 in the below functional areas. Include vitae of these individual(s) whichsummarizes their relative experience in performing similar scope of work efforts. Alsobrieflydescribe the type of staff support this individual will have access to within your organizational structure. What will be the maximum client load of the individual(s) assigned?

A. Shared Service Delivery B. Facilities Management C. Human Resources D. Student Services E. Finance or Other

4.2.2.3 Describe what differentiates your firm’s services from your competitors in these areas listed above in 4.2.2.2.

4.2.3.1 Describe the methodology, includinga sample work plan and timelineusing projects listed in Section 1.3, you would employ to obtain successful results. Include details of what resources would be used and examples of how you wouldcalculate the benefit derived from your recommended improvements.

4.2.3.2 Describe what you would typicallyexpect from a client to make an engagement successful.

4.2.3.3 What would you anticipate being the greatest challenge(s) to the University in following through on recommendations, and how is your organization poisedto assist in addressing these challenges?

4.2.3.4 Describe your company’s approachto collaborative activities with UW System including leadership, communication, and team dynamics.

4.2.1 Company Information – 80 points

4.2.2 Experience – 240 points

4.2.3 Implementationof Recommendations – 180 points

4.2.3.5 Provide a descriptionof continuing services that could be provided subsequent to implementation recommendations. Include a list of relevant resources supplied by the Contractor in provisionof those services.

4.2.4.1 Provide references of similar work listed in Section 1.3 performedfor institutions of similar size and profile. (References will be used to validate and adjust points for qualitative responses) At least one reference shouldbe a university system similar in size andscope to the UW System. It is desired that a university system reference(s) include work performed with a two-year public associate, a public bachelors, and a public doctoral research institution. Experience with a state-wide extension program is also desired. See Attachment 1.1, Bidder Required Form (Section 3).

4.2.5.1 Describe your firm’s methods for eachof the following: (a) processof establishing a statement of work; (b) estimating the cost of work requiredfor a project; (c) tracking costs while working on a project; (d) communicating a project’s technicalprogress and…