Executed Advertising Ad Wraps Contract.pdf

2024-UWMIL-00518-RFB

Internal Contract P24-026-O29 Advertising Services: Elevator Advertising Wraps

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:

Wisconsin Billboard Associates, LLC 10206 N Port Washington Rd Mequon, WI 53092 262-241-1500 Kristyn@dormadvertising.com

Account Rep/Orders & Billing: Kristyn Elliott, kristyn@dormadvertising.com 414-745-8609

Contract Administrators (Day to Day Operations):

Beth Lobner, lobner@uwm.edu

Contract Manager:

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

1. General Description: This is a contract to produce, install, promote, and recruit potential advertisers for placement of vinyl removable adhesive advertising wraps on the surfaces of elevator doors in the residential halls and residence hall parking garages located on UWM Campus. This contract is for use by our Residential Housing department, but UWM may like to explore future advertising wrap opportunities in the future.

This contract must be available to all UWM departments. In addition, there may be further opportunities with other State of Wisconsin Universities and Entities.

2. Multiple Awards/Ordering Decisions: This contract is not to be construed as a mandatory, or an exclusive contract.

UWM may choose to sell our own space, use any contractor, use another supplier per State of Wisconsin procurement rules, or go out for a bid. There is no guarantee of any future commissions or revenue.

3. How This Contract Works: As ad space becomes available, UWM departments may compare the various vendors on the contract list and contact as many or as few contractors as they wish to market their space. UWM may also choose to sell our own space or in conjunction with the contractors. If there is competition for the ad space, UWM will choose the option that is in our best interest. Factors such as commission rate, type of advertisement, messaging, similarity to UWM’s color scheme and branding, duration of the advertisement, may be used in the decision-making process. UWM is the sole judge as to what is in our best interest.

4. Contract Length: The contract will be for a one (1)-year period from February 1, 2024, through January 31, 2025, with the option for four (4) one (1) year renewals that shall automatically renew unless either party notifies the other within ninety (90) days of renewal period of intention not to renew. The terms, conditions, and the Minimum Commission % shall remain firm for the entire contract term including all renewals.

5. On Site Service: In conducting the scope of this Contract, the Contractor shall be required to perform services on university property. Contractors are responsible for all costs and fees in the performance of this contract including any site visits.

6. Revenue: The Minimum Commission Rate is the minimum commission % the contractor will provide to UWM throughout the term of the contract including renewals. You may provide UWM with a higher commission % at any time.

Gross Advertising Revenue” means 100 % of the revenue, all monies, remuneration and consideration of every kind received from the sale of advertising space.

Minimum Gross Advertising Commission % I agree to pay UWM is 35%

DocuSign Envelope ID: 9AC7A4AF-B394-4712-89EA-1F36B3AC69BB mailto:Kristyn@dormadvertising.com mailto:kristyn@dormadvertising.com mailto:lobner@uwm.edu mailto:loignon@uwm.edu

7. Firm Prices: Price Escalation: The Minimum Commission % must remain the same or can be negotiated higher throughout the term of the contract, including any renewals.

8. General Scope of Work: Must recruit advertisers, promote UWM’s advertising space, produce, install, and remove the advertising vinyl wraps at UWM at no cost to UWM per the specifications, and terms and conditions of the contract, providing a shared revenue commission % to UWM. UWM will not pay any costs associated with this contract.

9. Wraps: Compliance with Laws, Codes and Regulations: Contractor must comply with the laws, regulations, and ordinances applicable to the placement, size, material, and content of the advertising wraps, including the International Fire Code that the city of Milwaukee adopts: "A minimum Class C (or greater) rated interior finish is required in residence halls or apartments and academic buildings for the elevator lobbies. In addition, the wraps must be removable and not leave any residue, interfere with the operation of the elevators, or create any damage.

UWM reserves the right to ask for verification that the wraps meet these requirements after award.

10. Allowable Advertising Space: The number and location of the ad wraps will be determined by UWM. The contractor will be responsible for all costs in carrying out the scope of the contract to include but not limited to campus site visits to view space availability, insurance, parking, production of the wraps, installation, and removal.

11. Proposals/ Approvals/Process

11.1. The Contractor shall take under advisement UWM’s considerations such as design, size, content, and color when the resulting costs do not significantly jeopardize the contractor.

11.2. Must become familiar with UWM’s current existing signs and messaging so as applicable, advertisements may mimic UWM’s colors and branding. UWM Branded Guidelines found here: https://uwm.edu/brand/ for conformity. Our two primary school colors are black and gold (PMS 1235).

11.3. Must submit a written, itemized, detailed advertising proposal to the UWM department contact for preapproval, clearly stating at a minimum the following:

General description of the ad Name of the advertiser Term of the advertising including a proposed start and ending date Proposed placement Size Commission % and commission to be paid to UWM

Once the proposal has been preapproved, the artwork will need to be submitted for approval.

11.4. All ads must be approved by UWM in writing before production is to occur. Detailed artwork proofs must include the mockup, colors, font, content, size, etc. For Housing, submit the proof to lobner@uwm.edu.

UWM will not be liable for any contractor costs for work which has been started without prior written approval.

11.5. Samples may be requested and must be provided at no cost to UWM as requested throughout the life of the

Contract. Samples must be provided in an agreed upon timeline upon written request.

11.6. UWM reserves the right to deny all advertisements for any reason or no reason at all. Signs may not contain ads for political, adult entertainment, tobacco products (including vaping products), illegal drugs, alcohol products, offensive, profane, bars, taverns, and other establishments primarily selling alcoholic beverages (but not including restaurants which may serve alcohol, provided their ads primarily focus on food items). In addition, no other ads will be accepted from other institutions of higher education.

11.7. UWM reserves the right to request removal of the wrap during the term of the advertising agreement. See

Section 18.

12. Personnel:

12.1. Account Representative: Contractor must assign a dedicated account representative as our primary contact to consult with UWM on current and future opportunities, contract compliance, and to act with full authority on the Contractor's behalf in all matters pertaining to the scope of the contract.

https://uwm.edu/brand/

12.2. Background Check: This contract is contingent upon, 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.

13. 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 the Contractor’s cost.

14. UWM Issued Photo ID Requirements:

All personnel servicing UWM, including delivery drivers, who will be on UWM premises may need to obtain a UWM issued ID badge within seven (7) business day(s) before services. UWM ID badges are free of charge and can be obtained at:

Panther Card Office UWM Student Union E151 2200 E Kenwood Blvd Milwaukee, WI 53211 www.uwm.edu/panthercard

Questions: campusid@uwm.edu or 414.229.2231

The personnel of a contractor must provide their employee ID and driver’s license to the UWM Panther Card Office staff to get their picture taken and receive their UWM ID badge. The personnel of the contractor will be turned away if they do not have a UWM ID badge at the location they are servicing.

In addition to the background check requirements listed in 2.6.2, passing a CBC to be permitted to work in the residence halls, the following form needs to be filled out : https://forms.office.com/r/qz9EizNbw6.

Contact Beth Lobner (lobner@uwm.edu), Noah Stevenson (steve262@uwm.edu), Todd Luebstorf (luebstor@uwm.edu), or Kayla Schamerhorn (kmvail@uwm.edu) for any questions.

15. Personnel / Support: Provider represents and warrants that it shall perform the services in a timely and professional manner using competent personnel having expertise suitable for their assignments. The contractor represents and warrants that the services shall conform to or exceed, in all material respects, the specifications described herein, as well as the standards observed in the industry for similar services.

16. Personnel Relations:

16.1. Must make reasonable efforts to ensure that personnel work in harmony with the contract administrator or requesting department

16.2. 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.

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

17. Installation:

17.1. Storage, delivery, and transporting of wraps is the contractor’s responsibility. UWM will not unload, store, or take any responsibility for contractor tools, materials, or product.

17.2. UWM agrees to cooperate with the contractor for the installation of vinyl advertising on elevator doors. UWM will permit the installer access to the location where the vinyl will be installed. The elevators will be placed

DocuSign Envelope ID: 9AC7A4AF-B394-4712-89EA-1F36B3AC69BB http://www.uwm.edu/panthercard https://forms.office.com/r/qz9EizNbw6 mailto:steve262@uwm.edu mailto:kmvail@uwm.edu out of service during installation, not to exceed thirty (30) minutes.

17.3. Must provide labor, supervision, insurance, mounting hardware, materials, tools, equipment, lifts, trash removal, and all other applicable materials and service to perform the requested service.

17.4. Must provide personnel that use reasonable care in the performance of the installation and removal of the wraps.

17.5. Installation must be coordinated, scheduled, and approved by the UWM department contact. UWM strongly prefers that work be done Monday – Friday from 5:00AM – 8:00AM, or Saturday from 7:00AM – 10:00AM as the elevators are in constant motion for student use.

17.6. Installation sites, measurements, and placement locations are found in Exhibit C. Please note: the contractors must field verify the measurements of the ad spaces. UWM will not be held responsible for the measurements provided in Exhibit C.

17.7. Install signs level, plumb, and at a height that does not cover any safety signs, does not interfere with the operation for which it is being applied, or violate any codes.

17.8. Sign surfaces must be free from distortion or other defects in appearance. All signage and materials shall be in good condition. UWM reserves the right to reject signage due to specifications not being met, changes or substitutions without prior approval, artwork that has not been approved, damages, and/or inferior quality etc.

17.9. Must leave the work area in the same condition as upon arrival.

17.10. Installation must be approved by UWM with a written job sign off, otherwise service is deemed incomplete, and wraps may be removed by UWM immediately.

17.11. Must remove and dispose of all unused materials, waste, and dispose of legally without use of UWM dumpsters at no additional cost to UWM unless preapproved in writing by UWM.

17.12. 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.

17.13. The wraps shall be maintained throughout the life of this contract in conditions satisfactory to UWM.

18. Removal of Wraps:

18.1. The wraps must not interfere with the operation of the elevator or for any purpose for which the equipment or surface is meant to fulfill. The wraps causing interference will be removed by UWM and UWM will notify the contractor within 24 hours. UWM will not be liable for any costs or damage to the wraps. The contractor will not be liable for any remaining revenues due to UWM upon the wrap removal.

18.2. Wraps out of compliance with any laws, regulations, safety codes, and ordinances, must be removed within

24 hours upon notification by UWM unless UWM is mandated to remove the wraps immediately. If the wraps are removed by UWM or not removed by the contractor within 24 hours, then UWM may remove them. UWM will not be liable for any costs or damage to the wraps. The contractor will not be liable for any remaining revenues due to UWM upon the wrap removal.

18.3. UWM reserves the right to request the contractor to remove the wraps for any reason and the contractor must remove them within three (3) business days. If the contractor does not remove the wrap within that period, UWM may remove the wrap and will not be held liable for any costs or damage to the wraps. The contractor will not be liable for any remaining revenues due to UWM upon the wrap removal.

18.4. At the termination of the term of this Contract, the wrap must be removed by 9:00am the next business day.

If not removed, UWM may remove them and will not be liable for any damage to the wraps.

19. Safety/Damage/ Installation:

19.1. 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.

19.2. Must provide safety training to their employees in compliance with State, Federal, or local requirements.

19.3. Must during the performance and completion of the work, maintain a clean and safe work area, free of debris.

19.4. Elevators are to be left in the same condition as they were prior to the removable vinyl being applied to the elevator doors

19.5. If, due to the fault or neglect of the contractor, his agents, or employees, any damage occurs to UWM property, city 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 the full value of the lost or damaged property.

20. Additional Services/Requirements: UWM reserves the right to purchase all similar or like services. The contractor shall provide the services at the same commission rate as stated in the bid response. Additionally, if more advertising space becomes available in other areas of UWM, including different surfaces, the departments will have the right to add additional requirements to this contract with mutual consent of both parties.

21. Subcontracting:

21.1. If Subcontractors are to be used, the Contractor must clearly explain their participation, deliverables, and project milestones prior to commencing work and must get written approval from UWM

21.2. Any contract resulting from the bid shall not be, in whole or in part, subcontracted, assigned, or otherwise transferred to any Subcontractor without prior written approval by Purchasing. Upon request Contractor must provide Subcontractor’s complete contact information including EIN# (TIN#, SS#) and signed W-9 form.

21.3. The Contractor shall be solely responsible for any subcontractor's performance and work quality when used by the Contractor to carry out the scope of the job. UWM reserves the right to assess Contractor damages more than the contract amount for subcontractor’s failure to perform or inability to complete required project milestones.

21.4. Subcontractors must abide by all terms and conditions under this Contract.

22. Vendor Agreements: UWM will sign vendor-supplied documents, however, terms and conditions on vendor provided documents are null and void and are a part of this contract.

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.

24. Monthly Commission Reports:

UWM requires monthly revenue and commission statements. A reduced schedule of revenue and commission statements may be approved in writing by UWM by mutual agreement.

The contractor must provide UWM with a summary of advertising agreements it has entered into for the previous month and the monthly gross revenue generated by each sign, together with payment for the previous month no later than the 10th day of each month. The reports should be sent via email to Beth Lobner, lobner@uwm.edu.

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

25. Payments: The Contractor shall pay the gross advertising commission percentage of each wrap on or before the

20th day of the period following the last day of the period in which commissions were earned. Commissions during the term of this Agreement shall be equal to the approved advertising approval / quote, not to be less than the minimum % guarantee of the gross advertising revenue generated by all advertising signs installed by the contractor.

Payments to UWM must go to UW Milwaukee Sandburg Hall, Attn: Andy Thimmesch, Room C134c 3400 N Maryland Avenue, Milwaukee, WI 53211

Commission payments not received by the University on the 20th day following the last day of the period in which it was earned shall be paid by the contractor plus a minimum interest penalty on the commissions due at the prevailing interest percentage and conditions the State of Wisconsin uses for delinquent income tax.

mailto:lobner@uwm.edu

26. Statement Review: Upon request by UWM the contractor shall meet with UWM and review each period statement, explain deviations, discuss problems, and mutually agree on courses of action to improve the results of the required services included in this contract. Period statement adjustments required because of review and/or audit shall be identified and reflected on the next period statement.

27. 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.

UWM 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 not less than five years after the final contract payment is made. UWM reserves the right to inspect any facilities used to support this Contract

28. Marks and Copyrights: UWM shall not permit any of its employees to remove, alter, deface, obscure, or otherwise modify any of provider’s marks that are displayed or otherwise rendered by software or on printed media. In addition, UWM shall not adopt or otherwise utilize any marks containing confusingly similar names, designs, or other indicia to provider’s marks nor dilute provider’s marks in any manner.

The provider shall not use any of UWM’s Marks without the prior written permission of UWM and shall not adopt or otherwise use any Marks containing confusingly similar names, designs, or other indicia to UWM’s Marks nor dilute UWM’s Marks in any manner.

29. Trademark. Use of UWM marks, logos, names, or any other references to UWM is prohibited.

30. Ownership of Data/Work Product: The printed vinyl signs are, and shall always, remain the personal property of the contractor. Ownership includes the right to copyright, patent, register and the ability to transfer these rights and all information used to formulate such Work,

31. Vandalism to Signs. UWM agrees to take such measures as may be reasonably required, as defined by UWM, for the protection against loss by pilferage or destruction. Such steps shall include, but not be limited to, taking usual and customary actions like those taken to deter people from vandalizing walls inside UWM.

UWM shall call or email the supplier if any sign is damaged or requires repair within a reasonable time after discovering such damage or vandalism. After becoming aware of damage or vandalism. supplier shall be responsible for all costs associated with the repair of damaged or vandalized signs, which shall be repaired or replaced within a reasonable amount of time by supplier. Commission dues to UWM shall remain as accepted in the proposal unless UWM agrees to a lessor commission.

Required repair expenses shall be the contractor's responsibility. If vandalism, destruction, or pilferage of vinyl advertising becomes excessive, suppliers can terminate this agreement. If such termination occurs, vinyl advertising will be removed from the elevator doors within 48 hours and the commissions earned by UWM will be terminated at such time.

32. 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

33. Insurance: The Contractor shall maintain Standard Insurance levels as required here:http://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.

34. 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.

35. Contract Termination: UWM reserves the right to cancel the resulting contract/agreement, for any reason, by giving written notice to Contractor of such cancellation and specifying the effective date thereof, at least one hundred

DocuSign Envelope ID: 9AC7A4AF-B394-4712-89EA-1F36B3AC69BB http://uwm.edu/risk-management/insurance/certificates-of-insurance/ http://uwm.edu/risk-management/insurance/certificates-of-insurance/ twenty (120) days before the effective date of such cancellation.

The contractor shall, in the event of such cancellation, be entitled to receive compensation for any work accepted hereunder in accordance with the UWM’s order(s). The contractor may also be compensated for partially completed work in the event of such cancellation. 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 UWM, times the corresponding payment for completion of such work as set forth in UWM’s order(s).

36. Excused Performance: If, because of riots, war, public emergency or calamity, fire, flood, earthquake, acts of God, government restriction, labor disturbance or strike, business operations at the University are interrupted or stopped, performance of this contract, except for monies already due and owing, shall be suspended, and excused to the extent commensurate with such interfering occurrence. The expiration date of this contract may be extended for a period equal to the time that such default in performance is excused.

37. Entire contract: This contract is awarded based on the criteria established in the RFB, including attachments and any amendments issued. The contract, the Statement of Work if one is used, 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.

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:

1/29/2024 | 2:20 PM CST

Colin Ardern

2/5/2024 | 7:03 AM CST