11-Sample Master Agreement.docx

DEPARTMENT OF ADMINISTRATIVE SERVICES

Procurement Division

Master Agreement Vendor Name INFOR Contract #

Bonfire Contract #

MILWAUKEE COUNTY

Master Agreement

For Countywide Vending Services with Vendor Name

Contents

Preamble This MASTER AGREEMENT (the “Agreement”) is dated _______________ (the “Effective Date”) and is between Milwaukee County, a Wisconsin municipal body corporate located at 901 N. 9th Street (the “County”) and Vendor name, type of business, address (the “VENDOR NAME”), combined to be considered the Parties to this Agreement (“Parties”).

ACCORDINGLY, intending to be legally bound, the Parties agree as follows:

Definitions Terms defined in the preamble and recitals of this Agreement have their assigned meanings, terms defined in any Exhibits have the meanings assigned to them in the applicable Exhibit, terms defined throughout this Agreement have their assigned meanings, and the terms in Figure 1-1: Definitions have the meanings assigned to them.

Figure 1‑1: Definitions

Products may include, but are not limited to, bottled water, soft drinks, juices, teas, and other non-alcoholic beverages, pre-packaged snacks such as chips, candy, granola bars, nuts, pretzels, pastries, etc., fresh or refrigerated items such as sandwiches, salads, fruit, and dairy, frozen items such as ice cream or microwaveable meals, hot beverages, ice, etc.

When a term is not defined within the body of this Agreement and any Exhibits to this Agreement, or within an SOW or any Exhibits to that SOW, the Parties shall first refer to the definitions of such terms as stated in the most current edition of Black’s Law Dictionary, second to the definitions as published in the Milwaukee County Terms In Use Guide, third to the most current edition of the Oxford Dictionary of English, and last to common-use definitions in the year of execution of the Agreement.

Order of Precedence; Structure Order of Precedence The Agreement includes the following documents, incorporated by reference, in the following order of precedence, which will be followed in resolving any inconsistencies between the terms of the Agreement and the terms of any Exhibits, Attachments, or Amendments to the Agreement:

4.1 Each executed Statement of Work (Exhibit A) This Master Agreement The IT Terms and Conditions Addendum (Exhibit B) The list of all service sites, including machine ID, address, floor or building location, and department served (Exhibit C) Milwaukee County RFP-2025-009 (Exhibit D) VENDOR NAME’S Proposal and Price Proposal (Exhibit E) VENDOR NAME’S TBE Participation Plan or Waiver (Exhibit F) The Agreement’s Insurance Requirements (Exhibit G) VENDOR NAME’s completed EEOC Form (Exhibit H) Any applicable Milwaukee County Directives (Exhibit I) and Any addenda, amendments, or attachments to this Agreement.

Agreement Structure Each SOW executed by the Parties under this Agreement is subject to both the terms and conditions of the Agreement and any additional terms and conditions set forth in any exhibit, addendum, attachment or other similar document(s) incorporated by reference to the Agreement which are applicable to that SOW. Each SOW must specifically reference this Agreement. Specific products, services, and deliverables (as the same may be defined in any applicable SOW), delivery methods, fees, and any other terms applicable to the products, services, and deliverables provided under the applicable SOW shall be set forth in the SOW or one or more exhibits, addenda, or attachments thereto. Each fully executed SOW is incorporated into this Agreement by reference upon execution. The Parties intend that the various Agreement documents supplement one another and agree that any interpretation of the documents must avoid creating or assuming conflict between Agreement documents.

Term & Termination Term The Term of this Agreement shall commence on ___________________ (the “Effective Date”) and continue in full force and effect until ________________, unless terminated in accordance with this Section.

Termination The Parties may terminate this Agreement as detailed in this Section.

Termination for Breach Either Party may terminate this Agreement for breach if the other Party fails to meet its obligations under this Agreement in a timely manner. To terminate for breach, the non-breaching Party must provide the breaching Party written notice of intent to terminate, specifying the alleged breach and date of termination, a minimum of thirty (30) days prior to the stated termination date.

Right to Cure The breaching Party retains the right to cure any identified violations within thirty (30) days of the notice of intent to terminate. The Agreement will not terminate if the breaching Party successfully cures any violations within the 30-day window. The right to cure is limited to those violations which can reasonably be cured within the stated 30-day window. Each Party retains the right to terminate the Agreement immediately if the breaching Party cannot cure within the prescribed cure period, or if the breach is impossible to cure. In the event of termination due to VENDOR NAME’s breach, the County will only be liable for services rendered through the date of termination and not for the uncompleted portion of this Agreement or for any materials or services purchased, paid for, and/or used by VENDOR NAME which were intended for use in completing the Agreement.

County’s Unrestricted Right of Termination The County further reserves the right to terminate the Agreement at any time for any reason by giving VENDOR NAME thirty (30) days written notice of such termination. In the event of said termination and upon receipt of notice of termination, the VENDOR NAME shall reduce its activities hereunder as mutually agreed to by the Parties. Upon said termination, VENDOR NAME shall be paid for all work rendered through the date of termination. The County may terminate the Agreement without liability if the Milwaukee County Board of Supervisors fails to appropriate monies required for the completion of the Agreement or any executed SOW.

For Convenience Milwaukee County may terminate the Agreement at any time, for any reason, and without penalty by giving the VENDOR NAME notice of its intent to terminate at least thirty (30) days prior to the effective date of the termination. The VENDOR NAME may terminate the Agreement at any time for any reason and without penalty by giving the County notice of its intent to terminate at least ninety (90) days prior to the effective date of the termination. Written notice must be received by the notified Party, and the notice period must be observed, prior to the effective date of the termination. Notices shall be sent to the appropriate Party’s representatives as described in Section 21: Notices.

By County for Insufficient Funds Milwaukee County may terminate this Agreement and any SOWs immediately and without any liability to the VENDOR NAME if the Milwaukee County Board of Supervisors fails to appropriate the funds required for the completion of this Agreement or any Statement of Work. In the event that there is any elimination or delay of, or reduction in, funding available for this Agreement and any SOWs, the County may seek supplemental funding and may renegotiate with the VENDOR NAME the rates and services that will continue under the Agreement. The VENDOR NAME shall not penalize the County for any payment not made in a timely manner due to any delay in appropriation or funding.

Rights & Obligations The Parties shall retain any and all fully vested rights that exist on the effective date of termination. The County’s liability to the VENDOR NAME on termination is limited to either payment for goods and services delivered on or before the termination date, or specific performance by the County of any obligations under this Agreement until the termination date. Any payment due from the County upon termination is limited to the unpaid amount due for services rendered prior to the termination date.

Rights, Obligations, & Cooperation Upon Termination Upon termination of this Agreement and/or any SOWs for any reason, the Parties shall retain any and all fully vested rights that exist on the effective date of the termination. Milwaukee County shall pay the VENDOR NAME for all services rendered and/or conforming goods and/or deliverables received through the date of termination. Upon receipt of notice of termination, the VENDOR NAME shall reduce its activities hereunder as mutually agreed by the Parties and shall cooperate with the County to ensure that the County may maintain continuity of service delivery, if applicable. The VENDOR NAME’s cooperation shall include, but is not limited to, providing transition support and services between the VENDOR NAME and any new service provider selected, if applicable. The County’s liability to the VENDOR NAME on termination is limited to either payment for deliverables, goods, and/or services delivered on or before the termination date and conforming to the terms of this Agreement, or specific performance by the County of any obligations under this Agreement until the termination date. Any payment due from the County upon termination is limited to the unpaid amount due for services rendered and/or deliverables or goods provided in conformance with the Agreement prior to the termination date.

Milwaukee County Responsibilities The Milwaukee County will furnish VENDOR NAME, at no cost to VENDOR NAME, with the necessary space and utilities, excluding internet access, to permit the sanitary operation of the Services. Milwaukee County will provide a reasonably secure area within the Premises for the installation of the Equipment. The County does not guarantee uninterrupted utility supply, and will not be held liable for any loss, cost, damage, or expense resulting from utility service interruptions or failures. In the event that there is a disruption in utilities Milwaukee County will notify VENDOR NAME as soon as Milwaukee County becomes aware of such disruption.

Milwaukee County will maintain its Premises and service the areas around the Equipment in a sanitary manner in accordance with industry standards and all federal, state, and local laws. Milwaukee County will provide VENDOR NAME employees the necessary access (and if required, necessary security access) and sufficient time to properly service and maintain the Equipment. VENDOR NAME employees are responsible for any steps required to obtain security access, such as presenting themselves to the Milwaukee County Sheriff’s Office for fingerprinting and background checks.

VENDOR NAME Responsibilities Grant of Rights Milwaukee County grants to VENDOR NAME, as an independent VENDOR NAME, the non-exclusive right to provide vending services (“Vending Services”) and cashless self-checkout kiosk services (“Unattended Vending Services”) (collectively, the “Services”) and to install vending and other related equipment (collectively, the “Equipment”) to dispense food, beverage, and sundry products supplied by VENDOR NAME (“Products”) at the sites and facilities described in Exhibit C (“Premises”).

Exclusivity & Existing Agreements The Parties acknowledge and agree that Milwaukee County maintains separate contracts for Airport, Parks, and Zoo concessions, Courthouse cafeteria, Correctional facility food service and commissary, and other services similar to the Services provided under this Agreement by VENDOR NAME. The Parties also acknowledge and agree that some County facilities may include rented premises in which the lessor maintains contracts for food, beverage, Vending, and/or Micro-Market services. Nothing in this Section shall require that the County use only VENDOR NAME to provide the Services, nor shall it grant any exclusive right to VENDOR NAME unless expressly enumerated in this Agreement and/or any applicable SOW.

The County further reserves the right to renew, extend, and/or competitively solicit for new services covered under any existing contract in place on or before January 1, 2026, throughout the Term of this Agreement. The County will not enter into a new contract for or competitively solicit for any Services covered by this Agreement at the locations identified in Exhibit C, provided VENDOR NAME meets required performance expectations and complies with all applicable federal, state, and local laws, rules, regulations, or other requirements. Nothing in this Section shall restrict the County from working with any third party to provide some or all of the Services in this Agreement and any SOWs should VENDOR NAME be unable to do so for any reason.

No Guaranteed Spend The County’s grant of rights to the VENDOR NAME is not a guarantee of spend, and the County is not required to spend any specific amount with the VENDOR NAME each year under this Agreement and any SOWs.

Scope of Work VENDOR NAME shall provide a turn-key Vending and Unattended Vending program, including the provision of all Personnel necessary to provide the Services, and shall furnish, install, service, and maintain Vending machines and unattended Micro-Market Equipment and any peripherals at County-operated facilities (Exhibit C) as further described in any applicable SOW (Exhibit A), the RFP (Exhibit D), and VENDOR NAME’S Proposal (Exhibit E).

VENDOR NAME shall supply and install all Equipment, service and upkeep the Equipment, supply brand name Products, stock and restock all Equipment with Products, collect funds from the Equipment, and remit any commissions proposed to the County. VENDOR NAME shall ensure all Products offered for sale are properly labeled with pricing and nutritional information. VENDOR NAME must coordinate with County facility managers and/or security staff to ensure placement, stocking/re-stocking, and servicing activities minimize disruption to County operations and ensure compliance with safety and access requirements.

Personnel VENDOR NAME shall have the sole and exclusive right and responsibility to:

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7.2.1.

Recruit and maintain an adequate number of appropriately skilled and trained Personnel needed to effectively and efficiently provide the Services, including appropriate management and supervision for all shifts and an appropriate number of Personnel to provide coverage for shifts on all dates, including weekends and holidays, as well as to ensure coverage accounts for vacation hours, average sick time usage, and/or any training or education days required.

Hire and terminate Personnel in accordance with the County’s security compliance regulations and policies, unless otherwise expressly stated in this Agreement and/or any applicable SOW.

Determine the compensation, based on competitive community salaries, terms and conditions of employment or engagement and benefits of, and for pay all compensation and other benefits to, its Personnel.

Assign Personnel at its discretion, provided that those Personnel are qualified to perform the work assigned and that any Personnel who will provide Services on-site at any County facility meet the access and security requirements for the facility served, as further described in that facility’s SOW.

Oversee, instruct, and manage its Personnel, including conducting Personnel performance evaluations and taking appropriate actions including, but not limited to, training, performance improvement plans, disciplinary actions, etc., to ensure its Personnel perform the Services in a professional and competent manner.

Ensure its Personnel, including subcontractors, adhere to County rules of conduct, dress, and facility security and clearance procedures, including background checks and required screenings.

Ensure, at its sole expense, that all VENDOR NAME Personnel serving Milwaukee County submit to a background check by the Milwaukee County Sheriff’s Office prior to accessing the Premises and ensure any Personnel who fail such a background check are not assigned to the Premises.

Maintain a personnel record and, if applicable, a separate medical file for each employee. The personnel record shall include a certificate of licensure, registration, or certification; work performance issues; and training records. The file shall also include evidence of a pre-employment physical examination, background checks, drug and alcohol screenings, required testing, and immunizations, if and when applicable. VENDOR NAME shall provide the County with this documentation upon request, in accordance with Wisconsin Privacy Act.

VENDOR NAME shall:

Provide the County with a list of all Personnel who will be servicing this Agreement, including phone numbers and e-mail addresses, as necessary.

Continuously update this list through the Term of the Agreement by immediately notifying the County’s Contract Manager, Contract Compliance Manager, and facility operations supervisor and/or security team for the impacted facility in writing whenever any Personnel are terminated, permanently transferred, or newly hired.

Remove any Personnel from the County’s premises at the County’s request for safety or security reasons.

Return all Personnel’s Milwaukee County security identification badges to the County within twenty-four (24) hours of the individual’s final shift.

Delivery Requirements VENDOR NAME shall supply all vehicles and Equipment, including dollies, pallet jacks, and tools, necessary to deliver Products and perform restocking for all Equipment and Micro-Market locations. VENDOR NAME shall collaborate with the facility operations supervisor, command staff member, or security director at each facility served as identified in the applicable SOW to create and implement standard operating procedures (“SOPs”) for deliveries as further described in the RFP (Exhibit D) and VENDOR NAME’S Proposal (Exhibit E).

Products & Inventory Management VENDOR NAME shall source, supply, establish and price, monitor, and optimize its inventory of Products offered for sale under this Agreement as further described in the RFP (Exhibit D) and VENDOR NAME’S Proposal (Exhibit E). VENDOR NAME shall stock and re-stock / refresh all Equipment and Micro-Market displays as further described in the RFP (Exhibit D) and Proposal (Exhibit E). At a minimum, VENDOR NAME must restock machines and Micro-Markets frequently enough to ensure ninety-five percent (95%) Product availability in each machine and/or Micro-Market display at all times.

Equipment Requirements VENDOR NAME shall provide and maintain in a manner that minimizes mis-vends and includes regular servicing, calibration, and Inventory Management, all Vending and Micro-Market Equipment and any peripheral Equipment (such as cameras, barcode scanners, etc.) necessary to provide the Services (collectively the “Equipment”) as further described in the RFP (Exhibit D) and VENDOR NAME’S Proposal (Exhibit E). Milwaukee County reserves the right to approve specific Equipment prior to installation, or to preclude certain Equipment from some or all sites based on security policies, facility needs, public health and safety, and/or for any other reason if it is in the best interests of the County.

Warranties VENDOR NAME warrants that all Equipment will be free from defects in materials and workmanship, conform to specifications, and be fit for their intended purpose for the entire period the Equipment is deployed to or installed at a County location under this Agreement.

Support and Documentation The VENDOR NAME shall provide all user manuals, warranty documents, installation instructions, and other materials required to operate the Equipment provided, as necessary.

Recall and Safety Notifications VENDOR NAME must notify the County immediately upon learning of a product recall or safety issue pertaining to any Equipment deployed to or installed at County sites. VENDOR NAME shall bear all costs associated with addressing such issues, including removing and replacing any Equipment, as needed.

Maintenance and Service of Equipment VENDOR NAME shall perform all necessary service and maintenance to ensure Equipment is functional, free from defects and damage, and maintains an uptime of ninety-eight percent (98%) or higher for each machine and Micro-Market location. VENDOR NAME shall notify the County of any Equipment failures, thefts, vandalism events, or outages affecting service within four (4) hours of becoming aware of the failure, theft, vandalism, or outage. If Equipment malfunction, damage, or other major technical or mechanical failure/breakdown will cause the Equipment’s uptime to drop below 98%, VENDOR NAME shall furnish (deliver and install) loaner Equipment at no additional charge.

Machines experiencing more than three (3) mis-vend and/or breakdown complaints per month and Micro-Market locations experiencing downtime of greater than five percent (5%) of total operational hours per month may be subject to additional maintenance requirements, replacement, and/or removal at the County’s discretion.

Should either Party become aware of a need for maintenance or service to any Equipment installed on the Premises, the Party who first became aware of the need for maintenance will contact the other Party’s maintenance representative as listed in Figure 5-1, below.

VENDOR NAME shall:

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Resolve customer complaints involving Equipment issues or failures within five (5) business days.

Resolve customer complaints involving Product quality, condition, and/or due to Product recalls within three (3) business days.

Resolve customer complaints involving fraudulent charges to a customer’s payment card within three (3) business days.

Respond to emergency service calls within two (2) business hours and shall notify the County’s maintenance representative when action has been taken.

Respond to routine service issues within one (1) business day and shall provide an action plan for resolution of such non-emergency items that indicates a date and time for resolution no more than forty-eight (48) hours from the time of initial notice of the non-emergency item.

Resolve repeated service issues in coordination with the County. Any repeat call for a non-emergency item after the initial forty-eight (48) hour period shall be considered an emergency item. Ongoing maintenance and service issues that exceed 3 notifications for the same concern within a two-week period may be considered breach by VENDOR NAME and may result in termination of this AGREEMENT.

Figure 5‑1: County and VENDOR NAME Maintenance Representatives

414-226-7201 (office) 414-739-5001 (cell) Joel.Neumann@milwaukeecountywi.gov

414-525-5709 (office) 414-305-0600 (cell) Sarah.Wronski@milwaukeecountywi.gov

414-747-5360 Mark.Witek@milwaukeecountywi.gov

414-278-4744 Patricia.Carravetta@milwaukeecountywi.gov

414-257-6575 (office) 414-319-9078 John.Blonien@milwaukeecountywi.gov

414-427-4745 (office) 262-893-3178 Alex.Roberts@milwaukeecountywi.gov

414-257-7718 Justine.Filapek@milwaukeecountywi.gov

414-257-6024 Heidi.Ciske-Schmidt@milwaukeecountywi.gov

Refunds & Credits; Customer Satisfaction VENDOR NAME shall offer refunds or credits for mis-vends, incorrect charges, or machine failures as further described in the RFP (Exhibit D) and Proposal (Exhibit E).

Refunds VENDOR NAME shall provide and maintain a clear, customer-friendly refund processes for instances in which a machine fails to dispense a Product after payment, dispenses the incorrect Product, or dispenses a damaged or spoiled Product (collectively, “mis-vends”), makes incorrect or duplicate charges to a customer’s payment card, and/or as a result of machine failures.

Refund Mechanism VENDOR NAME shall post clear refund instructions on each Vending machine and in each Micro-Market area, including a toll-free customer service number, email, and/or QR code to a digital form, process verified customer refund requests within five (5) business days of receipt, and provide refunds in cash, check, electronic payment, or EFT return to the payment card charged.

Customer Satisfaction VENDOR NAME shall provide a quarterly summary of customer service trends, complaint themes, corrective actions taken, and resolutions, if applicable. Upon request, the Awardee shall provide ad hoc reports or support County staff in investigating refund-related incidents or systemic service failures.

Optional Services VENDOR NAME shall provide the Optional Services identified in its Proposal at the County’s option pursuant to the terms identified in the Proposal and at the costs identified in the Price Proposal (Exhibit E) for the Optional Services requested.

REporting REquirements & Key Performance Indicators VENDOR NAME shall provide the reports requested by the RFP (Exhibit D) and identified in its Proposal (Exhibit E) pursuant to the terms identified in those documents and in compliance with the terms and conditions of this Agreement. VENDOR NAME shall collaborate with the County’s designee to design and implement a Contract Compliance Plan and Customer Service Assessment within the first six (6) months following the execution of this Agreement. Milwaukee County will assess VENDOR NAME’S performance against the RFP requirements, the Proposal and Cost Proposal, the Contract Compliance Plan and Customer Service Assessment, and the terms and conditions of this Agreement a minimum of twice per calendar year unless otherwise stated in any of the documents listed above.

If performance deficiencies are identified, the VENDOR NAME shall submit a corrective action plan within ten (10) business days, or as otherwise defined in the applicable SOW, and shall take steps to resolve issues promptly. VENDOR NAME acknowledges and agrees that failure to meet two or more KPIs in two consecutive performance assessments may trigger corrective action or contract termination.

Transition and Installation VENDOR NAME shall 7.3.

7.4.

Designate a transition manager to coordinate installation and start-up activities with minimal disruption.

Submit a finalized transition and installation plan to the County no later than five (5) business days after the Effective Date of this Agreement which includes a detailed schedule by location, contact information for key personnel, and mitigation plans for service gaps during transition.

Begin transition activities within ten (10) business days of contract award and complete full installation and activation of all Equipment within thirty (30) calendar days of the Effective Date of this Agreement, unless otherwise approved by the County in writing.

Conduct necessary site assessments, including electrical, plumbing, and network availability and compatibility checks, prior to installation and provide any required safety and liability coverage during the transition period. The County will coordinate reasonable site access upon request.

Coordinate and collaborate with the County and the outgoing vendor (if applicable) to remove existing Vending Equipment in a timely manner and without disruption to facility operations.

Upon installation, VENDOR NAME shall:

Remove and properly dispose of any waste and debris from the installation site, leaving it clean and ready to use.

Provide training and testing services including demonstrating all Equipment functions to designated County staff, providing on-site training or a digital user manual which includes the refund process and troubleshooting, and verifying connectivity for remote telemetry and commission reporting where applicable.

1.1.1 1.1.2 1.1.3 1.1.4 1.1.5 1.1.6 1.1.7 Post-Installation Inspection, Service Activation VENDOR NAME shall provide written notice to the County’s designee when all transition and installation activities are complete. The County shall inspect all Equipment within ten (10) business days of receipt of such written notice from the Awardee. If the County identifies any Equipment issues or deficiencies, it shall provide written notice to VENDOR NAME identifying each issue or deficiency. VENDOR NAME shall have five (5) business days to correct identified deficiencies. Upon acceptance of all Equipment as conforming to the terms of the RFP, Proposal, and awarded contract, the County’s designee shall provide notice of acceptance to VENDOR NAME in writing.

All Equipment and Vending operations (Product loading, pricing, transaction processing) must be fully functional prior to the start of service. Commission tracking must begin as of the first sale.

Ownership of Equipment & Products Milwaukee County has no right, title, or interest to Equipment or Products, and shall not assert or disturb rights, title, or interest to any Equipment, inventory,…