Exe Contract_Poster_.pdf

2024-UWMIL-00718-RFB

Internal Contract P25-003-O29 Revenue Sharing Poster Sales Events Services

Piggybackable Issuing Agency: This contract is entered by and between The State of Wisconsin on behalf of the Board of Regents of the University of Wisconsin System for the University of Wisconsin-Milwaukee and Contractor

Contractor:

Global Prints 1025 Jackston St Roanoke Rapids, NC 617-513-5298 paul@globalprints.com

Contract Administrators (Day to Day Operations):

Rebecca Hill, hillr@uwm.edu, 414-229-3728

Contract Manager:

Pam Loignon, (414) 229-5212, loignon@uwm.edu

1. General Description: This is a contract for the services of a qualified vendor to supply the personnel, equipment, (i.e., cash registers), and merchandise, such as posters, prints, photos, frames, hangers, etc. for UWM’s bi-annual Poster Sales events to be held in the UWM Student Union, WG99, a new space from our previously held sales. The new space is a pocket lounge in a high traffic location, near the West End Commons, adjacent to the Union Station.

The resulting contract will be a revenue sharing contract between UWM and the vendor. UWM will not pay any costs or fees. The contractor will be required to pay UWM a % of the net revenue from the sales and/or a minimum guarantee. This is not a mandatory contract for UWM. UWM will host these events at their sole discretion. There is no guarantee that two (2) events will be held each year, or for any amount.

2. Contract Length: The contract will be for a one (1) year period, from August 1, 2024, through July 30,2025, with the option for four (4) one (1) year renewals that shall be automatically renewed unless either party notifies the other within ninety (90) days of renewal period of intention not to renew. The terms, conditions, and revenue commissions and guaranties shall remain firm for the entire contract term including all renewals. Upon contract expiration, the contract may revert to a month-to-month contract under the same terms and conditions until which time a new contract is awarded.

3. Revenue Payments to UWM: UWM receives either the commission rate or the minimum guarantee, whichever is greater.

Commission Rate based on Net revenue (Gross Sales – Wisconsin Sales Tax) is 21% Minimum Guarantee for Fall is $7100.00 Minimum Guarantee for Spring is $2050.0

4. Revenue Escalation: The net revenue sharing commission percentages and/or minimum guarantee, must remain firm or increase throughout the entirety of the contract.

5. UWM Responsibilities:

5.1. UWM will provide as many 10’ tables as needed. Must let (Student Involvement Manager for Arts Programming) know how many tables are needed at least six (6) weeks before each event.

5.2. UWM will not have another print or poster sale prior to, or concurrently with, the poster sale events.

Docusign Envelope ID: 7F333B1A-D1C9-4056-ACAE-5DEAC3FCF798 mailto:paul@globalprints.com mailto:hillr@uwm.edu mailto:loignon@uwm.edu

6. Contractor Requirements:

6.1. Must be competent and experienced for this service and must currently be and have been in this line of business for the past two (2) years.

6.2. Must have provided this service for at least two (2) or more colleges and/or universities in the past year.

6.3. Must comply with all applicable federal, state, and local laws and codes regarding working conditions, hours of employment, overtime regulations, methods, and rates of pay and any other regulations regarding employer-employee relationships.

6.4. Must hold the appropriate licenses, certifications, and/or other professional credentials required by federal, state, and local laws to perform these services.

7. Contractor Personnel:

7.1. The contractor must provide personnel that use reasonable care in the performance under this contract. The contractor must make reasonable efforts to ensure that personnel will work in harmony with UWM students and employees.

If the assigned personnel do not meet the qualifications and/or do not perform satisfactorily, then UWM can make reasonable requests to remove and replace the personnel. Reasons for this request may be, but are not limited to poor work performance, rudeness, carelessness, intoxication, disruptive or otherwise objectionable behavior.

7.2. Must provide cashiers, personnel, PCI compliant equipment for accepting charge cards, and cash register(s) programmed with Wisconsin taxes (7.9%). In addition, the registers must be able to produce and provide UWM with a daily report at the end of each day with the gross sales.

7.3. Personnel relations of employees on the Contractor's payroll shall be the Contractor's responsibility. The

Contractor shall comply with all applicable government regulations related to the employment, compensation, and payment of personnel.

7.4. Personnel of the contractor shall observe all regulations of UWM, failure to do so may be grounds for UWM to recommend dismissal.

8. Background Check: This contract is contingent upon the contractor supplying workers who have passed a criminal background check that includes a national criminal background check database demonstrating the worker(s) have no convictions or pending criminal charges that are substantially related to the contracted for activities or services, including but not limited to, those that would render the worker unsuitable for regular contact with children.

Disqualifying convictions or charges include, but are not limited to, sexual, violent, and drug offenses.

The contractor also agrees to defend, indemnify, and hold harmless the Board of Regents of the University of Wisconsin System, its officers, employees and agents for any claims, suits or proceedings alleging a breach of this warranty.

9. Identification While on Campus: The contractor’s employees, while working on UWM property, must wear a clearly displayed photo identification badge or uniform showing the name of employee and/or company represented. Any identification must be provided by the contractor at their cost.

10. Subject Categories of Posters: The supplier must provide at a minimum a wide array of posters in various sizes and categories. The subject categories that must be provided during the sale are Film and TV; Music; Celebrities; Nature;

Inspirational; Humor; Art; Photography; Black and White; Animals; Scenic; Fine Art; and Pop Art.

Please note: if UWM requests the contractor to remove any posters from display for any reason, the Contractor must do immediately.

The supplier must have a methodology for maintaining, replenishing, and controlling inventory during sales events.

UWM will not be responsible for any inventory shrink.

11. Poster Sales Event Dates: The space allotted for the sale will be 24’X28’. The sales will be held in the UWM Student

Union, 2200 E. Kenwood Blvd, Milwaukee, WI 53211 and will run from 9:00AM to 5:00PM (with the allowance of two

(2) hours before and one (1) hour after each day for setup/restocking). These events must occur during the dates and timespan below unless alternate days are agreed upon in writing by Student Involvement Manager for Arts Programming. Future dates will be determined with the mutual consent of both parties.

9/9/2024–9/13/2024 1/27/2025-1/31/2025 9/8/2025-9/12/2025 1/26/2026-1/30/2026

12. Sales Floor Requirements: The supplier must operate the event during the advertised hours and must always have at least one (1) member of the sales team present. The supplier is responsible for the set-up, merchandising, clean up, and breakdown of the sales. The sales floor must be clean, fully stocked, and merchandised in an appealing manner prior to the start time each day of the event. The sales floor must be kept free of any debris during events, maintaining safety standards and codes. In addition, the sales floor must be cleaned and free of debris at the end of each sales day and prior to supplier leaving each day.

13. Publicity Requirements: The contractor must only place posters or banners inside the space allotted for the sale in the Union and must adhere to all UWM campus advertising guidelines.

14. Safety:

14.1. The contractor shall be solely responsible for initiating, instituting, enforcing, maintaining, and supervising all safety precautions and programs, which must be in conformance with industry standards and practices, and must take all reasonable precautions for the safety of property, employees, visitors, and the public when performing this service.

14.2. Must maintain a clean and safe retail area, free of debris.

15. Security: The contractor is responsible for the security of all their materials and personnel, carrying and maintaining insurance for their employees and merchandise. The vendor shall bear full and complete responsibility for all risk of damage or loss on the UWM premises, equipment, products, or money resulting from any cause and shall not penalize UWM for any losses incurred related to this contract.

The contractor has the option to leave materials in the Union overnight during the sale or remove all materials each evening. If materials are left in Union, the contractor shall bear full responsibility for all damage and loss. There is no storage area for items in the Union.

16. Damages: If, due to the fault or neglect of the contractor, his agents, or employees, any damage occurs to UWM property or contractor’s property and/or equipment during performance of this contact, the contractor shall be responsible for such loss or damage. UWM, at its option, may either require the contractor to replace all property or reimburse UWM for the full value of the lost or damaged property.

17. Ownership of Equipment/Liability: All equipment owned by the contractor shall remain with the contractor. Required equipment repairs expense or replacement shall be the contractor's responsibility. Any equipment, tools or materials owned by the Contractor left on the job site are the Contractors responsibility. UWM does not take any responsibility for these items and their safety.

Any equipment, tools or materials owned by the Contractor left on the job site are the Contractors responsibility.

UWM does not take any responsibility for these items and their safety.

18. Vendor Expense Requirements:

18.1. The contractor must provide a minimum 15% commission rate of net revenue and provide a minimum net revenue guarantee for fall and spring events of $5000.00 and $1000.00, respectively.

The supplier will only have to pay the commission or the minimum guarantee, whichever provides the most revenue to UWM.

18.2. The contractor must bear all costs for credit card transactions. Credit card costs cannot be used in calculating the net revenue to UWM.

18.3. The contractor must report, pay, and bear all liability for Wisconsin state sales taxes of 7.9% and maintain all required documentation.

19. Reporting/Check Calculation: Daily, the supplier must provide the gross sales and net sales from the previous day.

and must issue a check within thirty (30) days of the last day of the event. The check to UWM must be computed as follows:

Gross Sales – Wisconsin sales tax (7.9%) = Net Revenue-

Net Revenue x Commission Rate = Amount Paid to UWM

The check to UWM shall be paid to UWM within thirty (30) days. If the minimum guarantee is higher than the commission check, UWM receives the minimum guarantee.

Example: Total Gross Sales are $50,000; Commission rate is 20%.

$50,000 –Wisconsin Sales tax (currently 7.9%) $3950.00 = $46,050(Net revenue).

$46,050(Net revenue) x 20% (Commission Rate) = $9210.00 (Check due to UWM).

20. Post-Sale Requirements: At the end of the sale, the Vendor must provide UWM with a complete report containing a daily breakdown of the inventory and sales summary during the poster sale within ten (10) business days.

21. Contract Administration: The contractor must supply contact information including name, phone number, and email address for purposes of communication throughout the term of the Contract. If there are any changes to the contact information, the Student Involvement Manager must be notified in writing at hillr@uwm.edu within thirty (30) days of any scheduled poster sale event at UWM.

22. Additional Services: UWM reserves the right to add similar or like services from the Contractor at the same revenue basis as stated in the bid response.

23. Travel Per Diems: Contractor’s travel and per diem expenses shall be the Contractor’s sole responsibility. No payments of any kind will be made to the contractor.

mailto:hillr@uwm.edu

24. Insurance: The Contractor shall maintain Standard Insurance levels as required here https://uwm.edu/risk-management/insurance/certificates-of-insurance/. A certificate of insurance must be provided upon award and provided on an annual basis throughout the term of the Contract.

The Contractor shall add: “The Board of Regents of the University of Wisconsin System, its officers, employees, and agents as an ‘additional insured’ under the commercial general and automobile liability policies.” The certificate holder shall be listed as the University of Wisconsin-System Administration or System campus for their respective purchases.

25. Cancellation of Events

Either party may cancel the event without obligation to the other if cancellation notice is received in written form at least sixty (60) days before appearance date. Additionally, if, due to illness, accident, or other causes legally known as Acts of God, Vendor or Purchaser is forced to cancel a contract, neither party, nor any representative shall be liable for any payment provided written evidence of said condition(s) is submitted at the time of cancellation.

The contractor agrees to furnish payment or a remedy to UWM in UWM’s sole discretion for events cancelled less than sixty (60) days prior to the event date as follows:

25.1. Pay UWM for actual event preparation costs

25.2. Pay UWM the minimum guarantee

25.3. Reschedule the event or any other remedies that are mutually agreeable to both parties.

26. PCI Compliance/ Liability: Contractor shall be compliant with all applicable laws. If the Vendor engages in payment card transactions as a part of the services provided to UWM, Vendor shall comply with the Payment Card Industry Data Security Standards ("PCI DSS") and any amendments thereto.

27. PCI Data Security Standards (PCI DSS) Compliance: Vendor will protect the confidentiality of all cardholder information it receives, maintains, or creates under the Agreement (collectively, the “Protected Information”) as set forth in this addendum.

Vendor acknowledges its responsibility for securing Protected Information on all systems it utilizes, including, but not limited to, computer systems, networks, servers, and databases maintained by Vendor, its agents, or its subcontractors. Vendor agrees that it shall take all commercially reasonable measures necessary to protect Protected Information from unauthorized disclosure, loss, damage, and destruction including, but not limited to, the following:

Vendor warrants at its sole cost and expense, that it shall implement processes and maintain security of Protected Information; provide reasonable care and efforts to detect fraudulent activity involving information Protected Information; and promptly notify UWM of any breaches of security involving Protected Information.

Vendor will provide and maintain secure backup of the Protected Information. Vendor shall implement and maintain secure passwords for its systems on which Protected Information is accessible, as well as all appropriate administrative, physical, technical and procedural safeguards to secure the Protected Information and protect the Protected Information from loss, corruption, unauthorized disclosure, and from hacks, and the introduction of viruses, disabling devices, malware and other forms of malicious or inadvertent acts that could result in a disruption of service or unauthorized access to Protected Information.

Vendor shall certify to UWM:

27.1. The sufficiency of its security standards, tools, technologies, and procedures in providing services under the

Agreement.

27.2. That the Services will comply with the following:

https://uwm.edu/risk-management/insurance/certificates-of-insurance/ https://uwm.edu/risk-management/insurance/certificates-of-insurance/

Privacy provisions of the Federal Privacy Act of 1974.

Applicable industry standards and guidelines, including but not limited to, relevant security provisions of the Data Security Standard (PCIDSS) including the PCIDSS Cloud Computing Guidelines.

In the event of actual, attempted, suspected, or threatened circumstances that compromise or could reasonably be expected to compromise access to Protected Information (any such circumstances shall be considered a “Data Breach”), Vendor shall, at its own expense:

Make UWM aware of such Security Breach within 24 hours of learning of its occurrence.

Investigate such Security Breach, including conducting a forensic investigation to determine what systems, data, and information have been affected.

Allow UWM reasonable access to its security logs, latency statistics, investigation file, and any other data relating to Protected Information.

Provide a remediation plan that is acceptable to UWM to address the Security Breach and prevent further incidents.

If required under a remediation plan, provide notification to parties impacted by the Security Breach; and Cooperate with UWM in responding to any third-party inquiries resulting from the Security Breach.

Vendor agrees to indemnify and hold harmless UWM from all losses, damages, and related expenses resulting from a Security Breach.

Vendor will have written policies governing access to and duplication and dissemination of Protected Information and shall provide UWM with a copy of such policies (i) upon execution of the Agreement, and (ii) upon implementing any updates to the policies during the term of the Agreement.

The terms of this addendum shall survive termination of the Agreement and continue in effect until Vendor has no Protected Information in its possession.

28. Audit: Periodic reviews conducted jointly by representatives of UWM, and the contractor may be made to ensure that commission and guarantee payments, pricing structure and other phases of the operation are conducted in the most efficient and financially sound basis.

All records pertaining to the service shall be open for inspection and/or audit by the State and/or University of Wisconsin at any or all reasonable times.

Prior to the start of the contract, UWM and contractor shall mutually agree on the report(s) formats and contents to satisfy these requirements. The year-to-date reports shall coincide with the contract year.

29. Promotional Materials / Endorsements: Contractor agrees that they will not use any promotional or marketing material which states expressly or implies that the University endorses either the Contractor or any party related to the Contractor or this Contract

30. Report of Child Abuse or Neglect: If, in the course of providing services to UW, Contractor (or its employee) observes an incident or threat of child abuse or neglect, or learns of an incident or threat of child abuse or neglect, and the Contractor (or its employee) has reasonable cause to believe that child abuse or neglect has occurred or will occur, Contractor must make a report of that abuse or neglect to law enforcement or to a county social service agency as provided in UW’s Policy on Mandatory Reporting of Child Abuse and Neglect (“the Policy”). If the suspected child abuse or neglect involves an allegation against a UW employee or agent (e.g., student, volunteer, Contractor, etc.), or the incident or threat of child abuse or neglect occurred on the UW campus or during a UW-sponsored activity, the Contractor shall also report to the UW Police Department or UW’s Office for Equity and Diversity.

The University has a zero-tolerance policy for any acts of discrimination or harassment against its affiliated members. Any employee of the awarded bidder found to be harassing an individual will be removed from campus immediately.

See University Discrimination, Harassment, and Retaliation Policy

31. Liability: Vendor shall accept all liability related to its performance under the Contract and shall hold UWM harmless for any liability resulting from such performance, except to the extent such liability results from the negligence or willful actions of UWM.

32. Contract Cancellation: UWM reserves the right to cancel any contract in whole or in part without penalty due to non-appropriation of funds or for failure of the contractor to comply with terms, conditions, and specifications of this contract, such as but not limited to poor sales, customer dissatisfaction, product outages, product deficiencies, lack of personnel, poor product assortment, late start times, audit discrepancies, etc. UWM Purchasing office shall give notice, in writing, of such termination at least twenty (20) days before the effective date of termination citing cause and the effective date.

33. Entire contract: This contract is awarded based on the criteria established in the RFB, including attachments and any amendments issued. The contract, the RFB, the Bidder’s response, and any written communications incorporated into the contract constitute the entire contract between the parties. The order of priority in interpreting the contract shall be in the order listed.

https://nam02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.uwec.edu%2Fkb%2Farticle%2Fpolicies-discrimination-harassment-and-retaliation-policy%2F%23policy&data=04%7C01%7Cloignon%40uwm.edu%7C616ef911cfcf4b37cdc508d9e26a77d5%7C0bca7ac3fcb64efd89eb6de97603cf21%7C0%7C0%7C637789769172176935%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000&sdata=OrE%2Bx%2BvQNblF7X4VajFd6G6UuvTp0E4IFeS5psMZ178%3D&reserved=0

For the State of Wisconsin on behalf of the Board of Regents of the University of Wisconsin System for the University of Wisconsin-Milwaukee

Pamela Loignon Printed Name

Signature

Dated:

For the Contractor

Printed Name

Signature

Dated:

8/7/2024 | 8:06 AM PDT

PAUL KENNEDY

8/7/2024 | 10:06 AM CDT