Contract Signature Page_JD-22-2803 Business Management Consulting Services_Moss Adams LLP_8.26.22.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 Moss Adams LLP.

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 further wish to clarify the following:

a. The following definition in Section A, 1.4 Definitions, is revised to read: Definition of Work

Product or Deliverables shall mean final reports and other completed deliverables created under this Contract and delivered to the University, excluding any Contractor Materials (defined below) contained or embodied therein. However, the University may not alter or amend any Deliverables issued under Contractor’s name. Contractor may retain a copy of Deliverables for archival purposes. Contractor shall own: (i) its working papers and any internal engagement documentation; and (ii) any general skills, know-how, expertise, ideas, concepts, methods, techniques, processes, software, materials, or other intellectual property which may have been discovered, created, received, or developed by Contractor either prior to or as a result of providing services under the Agreement (collectively, "Contractor Materials"). Client shall have a non-exclusive, non-transferable license to use Contractor Materials for its own internal use and only for the purposes for which they are

DocuSign Envelope ID: 51EC101B-63FC-4221-99CD-4A39F4618B5F delivered to the extent they form part of a Deliverable. Notwithstanding anything to the contrary in this Contract, Contractor and its personnel are free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of this Contract so long as they acquire and apply such information without any unauthorized use or disclosure of confidential or proprietary information of the University.

Nothing herein is intended to conflict with the University’s obligations under the Wisconsin Public Records Law; however, Contractor’s working papers shall remain proprietary and confidential.

b. The following sentence (struck-thru) in Section A, 3.7 Background Checks, is deleted:

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.

c. The following sentence in Section A, 3.9 Record and Audit, is revised to read: The University shall have the right to request an audit, review, examine, copy, and transcribe any pertinent records or documents held by the Contractor for services under this contract which are subject to the request and required to be disclosed under applicable law. 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 access any physical facilities used to support this Contract.

d. The second and third paragraphs in Section A, 3.13 Copyright, are revised to read: The

Contractor's Deliverable provided 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 Deliverable provided 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 Deliverable 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.

e. Section B, 8.2 Notice Required before Cancellation, is revised to read: Contractor shall use reasonable efforts to provide thirty (30) days written notice to the University of Wisconsin System Procurement Office, 660 W. Washington Ave., Suite 201, Madison, WI 53703 of cancellation, reduction, or other modifications of coverage; provided, however, that Contractor shall not be obligated to provide such notice if, concurrently with such cancellation, reduction or modification, Contractor obtains coverage from another insurer meeting the requirements described herein. Contractor shall provide a copy of our certificate of insurance annually to the University.

f. The first and second paragraphs of Section B, 9.1 Termination by University, are revised to read: Either party may terminate contract at any time, without cause, by providing 30 calendar days, written notice to the other party. 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. The University will be obligated to pay such expenses to date of the termination.

Either party reserves the right to terminate a Statement of Work by giving written notice to the other party of such termination and specifying the effective date thereof, at least ten

(10) days before the effective date 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.

g. The second and third sentences of the first paragraph of Section B, 9.1, Termination by University, are revised to read: 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, the University will be obligated to pay such expenses to date of the termination.

h. 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 three (3) times the amount of fees paid by the University during the twelve (12) months prior to the act or omission that caused the loss or damage, provided that this limitation of liability shall not extend to Contractor’s liability for its breach of copyright or trade secret or trademarks rights in the US, or damages arising from its tortuous conduct that causes death or personal injury or damages to tangible property, or breach of confidentiality due to negligence.

CONTRACTOR’S TOTAL LIABILITY FOR ANY AND ALL DAMAGES WHATSOEVER ARISING OUT

OF OR IN ANY WAY RELATED TO A BREACH OF CONFIDENTIALITY OBLIGATIONS (“DATA

BREACH”) SHALL NOT, IN THE AGGREGATE, EXCEED TWO HUNDRED FIFTY THOUSAND

DOLLARS ($250,000). NOTWITHSTANDING THE FOREGOING, CONTRACTOR SHALL PROVIDE

THE FOLLOWING, WITHOUT MONETARY LIMITATION: (i) PREPARATION AND DISTRIBUTION

OF LEGALLY REQUIRED NOTICE OF A BREACH TO INDIVIDUALS AFFECTED BY THE BREACH OF

CONFIDENTIALITY; (II) PREPARATION AND DISTRIBUTION OF LEGALLY REQUIRED NOTICE OF

A BREACH TO GOVERNMENT AGENCIES AND/OR OTHER REQUIRED ENTITIES; (III) THE COSTS

OF SET-UP AND MAINTENANCE OF A CUSTOMER SERVICE SUPPORT CENTER RELATED TO

THE BREACH; AND (IV) CREDIT MONITORING SERVICES DESIGNED TO PROTECT AGAINST

POTENTIAL FRAUD ASSOCIATED WITH IDENTITY THEFT CRIMES FOR A SPECIFIC PERIOD NOT

TO EXCEED TWELVE (12) MONTHS OR SUCH LONGER PERIOD AS REQUIRED BY APPLICABLE

LAW.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT,

INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR OTHERWISE

ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR EXEMPLARY OR PUNITIVE

DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

i. Section B, 10.2 Hold Harmless, is revised to read: 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 third party 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 bodily injury (including death), damage to tangible personal property, and damage to real property, but only to the extent such claims are caused by the negligent acts or omissions or intentional misconduct of the Contractor, or its agents, employees, subcontractor under this Contract. No party to this Agreement or any other person or entity shall be entitled to any form of implied or equitable indemnification at any time, whether based on a theory of contract, torts (including negligence), strict liability or otherwise, and any right thereto is hereby irrevocably waived and disclaimed by each of the parties.

j. Section B, 20.9 Intellectual Property, is revised to read: University shall own all Deliverables provided to the University under this Agreement.

k. The following clauses of Section C, Standard Terms and Conditions, are deleted: 5.0, 6.0, 13.0, 21.0, 22.0, 29.0, 30.0, and 33.0.

l. Section C, 27.1 Proprietary Information, is revised to read: All Deliverables become the property of the State of Wisconsin.

m. Section C, 31.0 PROMOTIONAL ADVERTISING / NEWS RELEASES, is revised to read:

Reference to or use of the name of any party, any of its departments, agencies or other subunits, or any state official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the other party. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the other party.

n. Section C, 32.0 HOLD HARMLESS, is revised to read: The contractor will indemnify and save harmless the State of Wisconsin and all of its officers, agents and employees from all third party suits, actions, or claims of any character brought for or on account of any bodily injuries (including death) or damages to real property or damage to tangible property to the extent caused by the negligent acts or omissions or willful misconduct of the contractor, or of any of its subcontractors, in prosecuting work under this agreement. No party to this Agreement or any other person or entity shall be entitled to any form of implied or equitable indemnification at any time, whether based on a theory of contract, torts (including negligence), strict liability or otherwise, and any right thereto is hereby irrevocably waived and disclaimed by each of the parties.

o. New: All services shall be solely for the University’s informational purposes and internal use, and this contract creates no privity between Contractor and any person or party other than the University (“third party”). None of Contractor’s services are intended for the express or implied benefit of any third party, and no third party is entitled to rely on the services Contractor provides to the University.

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: Moss Adams LLP FIRM ADDRESS: 999 Third Ave., Suite 2800 Seattle, WA 98104

BY: _Colleen Rozillis___________________

SIGNATURE: _

TITLE: _Partner________________________

DATE: _08/25/2022_____________________

8/26/2022 | 11:22 AM CDT

Jay Rothman

President mailto:jdwyer@uwsa.edu