Executed Contract Snack Vending UWM-Gilly Snack Vending 2022.pdf

Revenue Producing Snack Vending Service

P22-011-O29 (Optional)

(Piggybackable to UW System, State Agencies, and Municipalities)

Contract Administrator: Shimleng Lo, (414) 229-

6528, shimleng@uwm.edu

Contractor:

Gilly Vending Inc 990 NW 166111 St f------------ -------- ----1 Miami FL 33169

Contract Manager: Pam Loignon, (414) 229-5212, loignon@uwm.edu Account Manager: Gilda Rosenberg

(305) 924-8058

(855) 464-4559

.com

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 Issuing and Supplier set forth above.

1. General Description: Contractor must provide Snack Vending Service at UWM while providing predictable, consistent service. Must supply or be responsible for, all necessary equipment, maintenance, repair, product, labor, transportation, credit card fees, and services at no cost to UWM.

In addition, the contractor must remove and dispose of legally, thirty-one (31) old vending machines with no use of UWM dumpsters.

Supplier must pay UWM a portion of the gross revenue generated and provide a minimum guarantee. No funds will be paid from UWM to the contractor. This contract must be available to all UWM departments, including outlying destinations such as UWM at Waukesha and Washington County.

UWM anticipates needing additional services in the future, which may include some of our outlying campuses, UWM@ Waukesha and UWM@ Washington County, therefore, reserves the right to add locations, products, and machines to this contract. In addition, there may be further opportunities with other State of Wisconsin universities and entities.

This contract is not an exclusive contract nor is it mandatory for UWM to use. There is no guarantee of any minimum or guaranteed purchases.

2. Contract Length: The contract will be for a three (3) year period from August 1, 2022, through July 30, 2025, with the option for two (2), two (2) year, renewals that shall automatically renew unless either party notifies the other within one hundred eighty (180) days of the next renewal period of intention not to renew. The total contract length will not exceed seven (7) years. Terms, conditions, revenue, and minimum guarantee must remain the same or as bid for the initial term of the contract and all renewals.

3. Types of Orders: Under this contract, Specific orders, Contract blanket orders, or Purchasing Card orders may be used. All orders placed by UWM shall be bound by the terms, conditions, and pricing of awarded contract whether the department refers to the contract or not.

4. Commissions or Annual Guaranteed Commission (Whichever is Greater): Commissions shall be calculated as a percentage of net sales (gross sales, less State and local Sales Tax) per the commission bid by the vendor.

The annual guaranteed amount is the minimum amount of payment UWM can expect yearty.

Contactor shall pay either the annual guaranteed commission or the bid percentage of actual sales as indicated on the bid form, whichever is greater.

Annual Years Commission Rate% Guaranteed

Commission 1 - 3 21% to UWM + 3% Bonus for $.20,000

Sales/Equipment Ratio reaching $4,500/avg. per year 30% on incremental safes above $150 000/vr.

4-5 22% to UWM + 3% Bonus for $22,000 Sales/Equipment Ratio reaching $4,500/avg. per year 30% on incremental sales above $150 000/vr.

6-7 24% to UWM + 3% Bonus for $25,000 Sales/Equipment Ratio reaching $4,500/avg. per year 30% on incremental sales

I above $150 000/vr.

5. Annual Revenue Stream: The revenue bid including the annual guaranteed commission must not be reduced for any reason. There must be no deductions in the revenue bid for any additional costs, fees, or expenses.

6. Additional Sources of Revenue: Gilly Vending will also provide a on~time $1 ,000 Additional Machine Installation bonus for each new machine beyond the initial inventory placed in a mutually agreed location achieving at least $4,500 of sales in the first year.

Micro markets machines reaching $35,000 of net sales, Gilly will pay a commission rate of 10% for that micro market for non-perishables. Gilly will pay a $2,000 one-time bonus for each micro market installed that reaches $35,000 in annual sales.

7 Maintenance of Comparable Food Service Standards: UWM shall determine that which is in the University's best interest regarding all such matters of snack vending service. The contractor shall cooperate with the UWM to maintain comparable standards of service, food quality, menu variety and comparable portions and prices with that available in manual food services. Upon mutual agreement, UWM reserves the right to add future locations, machines, and categories that will become a part of the contract.

8. Organizations/ Entities Permitted to Sell Food: This is not an exclusive vending contract and must not be construed as such. UWM currently has self-operated retail locations that self food and snacks. UWM also has vending services with Farmers Fridge.

9. Service Requfrements: The Contractor shall supply the vending machines wrth food and snack products a minimum of five (5) days per week, Monday through Friday, between the hours of 7:00am and 4:00pm during the regular academic semesters.

The summer school schedule shall be determined based upon campus usage schedules in consultation with the University.

Specific locations which require product service on Saturday and/or Sunday shall be determined by mutual agreement.

The Contractor shall be alert to specific equipment which requires product inventory stocking more f requently than once per day to maintain adequate product variety and inventory to provide satisfactory service twenty-tour (24) hours per day.

10. Special Functions: When appropriate, UWM shall advise the contractor to the best of our ability of any anticipated peaks or valleys which may require additional or lessor vending snack service to maximize service and revenue potential while reducing vendor cost. Examples of peaks may be finals week, homecoming, family weekend, or large conferences. Examples of valleys may consist of summer and spring break

11. Vending Prices. Minimum Portions and Product Specifications:

a. Comparable portions and prices shall exist between UWM's food service and vended food service. Contractor shall comply with the portions, and prices, as specified in this contract and those additions arrived at by mutual agreement at the start of and during the term of this contract. Prior to the start of the contract, the contractor shall provide a detailed listing of portions and prices for of all products to be provided for prior approval by UWM to shimleng@uwm.edu.

b. Price, portion, and product offerings change requests from the contractor may be submitted to UWM, shimleng@uwm.edu for consideration and approval on an annual basis but no later than June 1st of each year for implementation on August 181 of the same year. UWM only intends to allow changes prior to the start of each academic year but UWM may consider and allow intermittent changes upon request and approval.

c. The contractor shall provide UWM with data supporting changes being recommended. After cost change verification, UWM shall determine those prices and/or portion changes to be approved and the effective day.

UWM may use the Consumer Price Index. Midwest Region Averages, All Urban Consumers, Food Away From Home Index changes as a guideline in evaluating the contractor's price change p roposals. UWM may negotiate increased commissions on select products when cost increases are less than the amount of the sale price increases.

d. All prices must include State and Local Sales Tax. The city of Milwaukee's current sales tax rate is 6%. All weights and measures are minimums of cooked ready-to-eat portions. except raw weight minimums identified as "R.W." Where applicable, total portion weights include sauces, extenders, batters, etc., and are exclusive of containers and garnish.

12. Selling Price Schedule:

Product Selling Price (Prices 10 cents less for cash}

Larc::ie Size Chips 1.60-1.85 Healthy Snacks 1.85 Cookies 1.85 Pastrv 1.85 Movie Packs 3.00-4.00 Frozen Meals 4.00-6.00 Sandwiches 5.00 -7.00 Ice Cream 2.50 - 5.00 Coffee 1.75-2.25 Premium Coffee Flavors 2.25-2.75 Salads Variety 5.00-7.00 Freshly Grab & Go Meals 7.00

13. Snack Selection Requirements: Snack selections shall include, but not be limited to, regionally and nationally accepted brands. All other brands and varieties shall require prior approval of UWM. Examples of brands which shall be accepted are M&M, Mars, Hershey, Nestle, Frito-Lay, Snyder's, and Wrigley. Packaging to conform to manufacturer's standards in terms of weight and size.

Minimum offer columns with ten (10) varieties per machine. All brands shall require UWM approval and shall be nationally accepted brands. Portion size shall be at least minimum standard un-priced vend pack.

Minimum of ten (10) combined candy and nut selections.

Minimum of five (5) combined gum including sugar free and mint selections. Gum, five (5) stick package.

14. Nutritious Snacks: A variety of recognized nutritious snacks (gluten free, low sugar, low calorie, low-fat or low sodium In content) shall be available in those locations where regular snacks are already offered or for new locations as may be determined by UWM. These product prices may vary from other comparable items In the machine and shall be negotiated individually with the U'Jihv1 based on current market prices.

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15. Samples: Prior to the start of the contract, and at any time during the life of the contract, UWM, at its option, may require samples of vending products for evaluation and approval prior to sale.

16. Brand Preference: The Contractor shall take under advisement UWM's wishes regarding such considerations as brand preference, design and material specifications of supply items, use of State products and use of local vendors where the resulting costs do not significantly jeopardize the minimum annual guarantee and commissions.

17. Inventory Rotation: All perishable food shall be package coded. Prior to the start of contract, UWM and Contractor shall mutually agree on inventory rotation schedules to replace dated product with fresh product. Prior to the start of the contract, the coding systems in use by the contractor shall be submitted to UWM.

The Contractor shall be responsible for all loss of stale products, spoilage and shrinkage and shall not penalize UWM for such losses.

18. Labeling: Labeling on all items, including vended perishable foods, shall comply with all U.S.D.A., F.D.A.

regulations, qualifications, and Wisconsin state regulations, regarding packaging, labeling, ingredient listing and standards. The Contractor's menu and menu item presentations shall not violate the intent of full truth in their written content, item descriptions or products used.

19. Industry Advancements: The contractor shall be alert to changing vending food service trends, new market forms of food, changing diet patterns, and sustainability practices. As a result, the contractor shall be expected to initiate ideas for varied methods of vending service and menu presentations, and by mutual agreement implement these variations within the conditions of this contract.

UWM shall encourage and cooperate with the Contractor to promote and merchandise services and products to the fullest to attract students, faculty, and staff to enjoy and fully utilize the vending service. The Contractor, with approval from UWM, shall implement, merchandise, and promote these new services and product variations in a manner typically used by commercial operations (i.e. , sample tasting, temporary food stands). Promotion techniques may consider all campus publicity and advertisement including paid ads in authorized campus publications, radio announcements, posters, and approved point of purchase displays. National marketing promotions with the approval of UWM are encouraged.

20. Staff: The Contractor shall always maintain on duty for U\NM an adequate staff of employees for efficient operation. The Contractor shall provide expert administrative, purchasing, equipment consulting and personnel supervision.

An adequate staff of employees, to be approved by UWM, shall be on duty to provide efficient, prompt, and sanitary service. UWM shall have the right to review the staffing patterns and job schedules and require the Contractor to increase staff based on the needs of the operation. UWM shall be the final approving authority for adequate staffing requirements.

21 . Contractor Contact Personnel: The Contractor shall provide an account manager, made known to UWM by name, to routinely review and inspect operations, fill staff vacancies, if necessary, consult with UWM on current and future vending food service programs and to act with full authority on the Contractor's behalf in all matters pertaining to the specifications of this contract.

22. Personnel Relations: 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. All employees of the contractor at the institution shall be bonded. UWM may review this list upon request.

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

23. Staff Training: The Contractor shall have the resources and staff for continually providing satisfactory training and development programs for their employees at all levels of the organization. Regularly scheduled employee training shall be conducted by the Contractor regarding such subjects as refrigeration maintenance, defensive driving, equipment repair and proper sanitation. The contractor shall be responsible for the expense of such training meetings.

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24. Employee Identification: Employee uniforms shall be provided by the Contractor that are mutually agreed by UVVM and Contractor to be best suited for the job function intended, and easily and appropriately identify the Contractor and employee by name. Exceptions shall be determined by mutual agreement by UWM and Contractor. All employees of the Contractor shall wear an approved uniform while on duty at UWM.

25. Free Meals or Snacks: The Contractor shall not furnish free or discounted vended meals or snacks, to their employees, those of the University, or any customer as a direct operating expense with a reduction of sales and/or commissions.

26. 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 UWs 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

27. Health Examinations: UWM may require that the Contractor require all its employees assigned to duty at the University to submit to health examinations before being hired and periodically, at least annually or as frequently and as stringently as required by law, submit to UWM. satisfactory evidence of compliance with all health regulations.

28. Criminal 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 has 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 offenses, violent offenses. 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.

29. Location and Description of Required Vending Equipment: Exhibit C of the bid document, Location and Description of Required Vending Equipment, presents the initially required minimum equipment; but it is intended that at regular intervals during the duration of the contract the amount of required equipment shall be examined by the UWM and contractor with the objective of providing the best possible service to the student body, staff, and faculty.

Selected equipment must comply with the American with Disabilities Act (ADA}.

30. New and Updated Equipment Requirements: UWM requires the contractor to provide both new and updated vending and related auxiliary equipment per Exhibit C.

a. New equipment shall be of most recent model and not manufactured prior to 2021. Updated equipment shall be 2018 model or more recent and shall be shop rebuilt and refurbished prior to installation. For purpose of this contract: update, (rebuilt and refurbished} requires the equipment be in like new condition prior to final acceptance by the University for location on campus. All equipment should provide thermal overload protection and comply with applicable electrical standards.

b. Vending machines must be compliant with NSF/ANSI 25-2021: Vending Machines for Food and Beverages (https'l/www .nsf.org/standards-development/standards-portfolio/food-eguipment-standards). Machines must be NAMA certified (https://www.namanow.org1).

c. New and update equipment shall be listed as certified by the Automatic Merchandising Industry Health Code.

All equipment shall be subject to inspection and approval by the University prior to final installation

d. UWM, to reduce energy costs, requires the contractor to use Energy Star rated equipment which can minimize compressor run time during low usage periods on refrigeration units. Display lights in all equipment shall be energy saving fluorescent lamps or LED lamps or equivalent to minimize electrical usage and use motion sensors to switch off lights during periods of inactivity.

e. The vending equipment shall be compatible in terms of decor when three or more machines are placed together at one location. The vending equipment shall be the same height to give uniformity of appearance, except as otherwise mutually agreed by the UWM and contractor. UWM shall install and pay the costs of any decorative motif.

f. All equipment shall be equipped with non-reset electronic sales totalizers and selection panels which have the capability to provide digital display of total sales.

g. All vending equipment must be equipped with Debit Card/ Credit Card Readers that accept at a minimum Dining Dollars/PantherCas$h, campus debit accounts by using Ugryd through CBord, Visa, MasterCard, and American Express. Machine must NOT ACCEPT cash.

31. Snack Machine: The contractor shall merchandise a variety of candy, gum, mints, nuts, pastries, cookies, and snacks in the machines for all the locations. This equipment shall have open window display, with a minimum optional selection of forty (40) items. UWM reserves the right to add additional categories such as sandwiches upon mutual agreement.

The machines shall be equipped with non-reset electronic sales totalizers and selection panels which have the capability to provide digital display of total sales. Reported sales, inventory control records, and non-reset item sales counters and 1otalizers, revenues shall be audited on a regular schedule, as determined by UWM, to verify the contractor's Inventory control and reported commissions.

32. Equipment Verifica1ion: The contractor shall provide shimleng@uwm.edu with invoice copies to verify new equipment purchases comply wi1h contract requirements. Initial and subsequent installations of new and update equipment shall be identified by type of equipment, serial number, manufacturer's meter readings and location and listings be provided no tater than thirty {30) days after the effective date of the contract.

After the start of the contract, the contractor shall not add or remove vending or auxiliary equipment without prior written approval of shimlenq@uwm.edu. All schedule revisions shall be recorded on the monthly revenue and equipment commission report.

33. Card Readers: Per Exhibit C, all machines shall be equipped with credit/debit card readers to include Visa, MasterCard, Discover, American Express, Apple Pay, and Google Wallet which must be PCI compliant with no network connections to be supplied by UWM. In addition, readers for UWM's Dining Dollars and PantherCas$h, (campus debit accounts by using Ugryd through CBord) must be compatible with CBord Privilege Control System

(PCS}.

If location of machine does not allow for sufficient cellular reception UWM may direct the contractor to move it to a suitable location, equip it with an amplifying antenna, or supply it with a network connection provided by the UWM.

Readers shall be purchased, installed, and maintained by contractor. Readers and transmission technology shall be PC! DSS 3.1 compliant to protect against loss of customer data for the length of the contract.

UWM shall be responsible for notifying contractor of any malfunctioning or damaged card readers. Contractor is responsible for repairing or replacing the card reader within seventy-two (72) hours of being notified.

34. PCI Compliance: Vendor hereby agrees as follows and has signed the PCI Contract Addendum.

35. Utilities: VVhere necessary, and mutually agreed by UWM, utilities shall be brought to equipment by UWM. Any connecting hardware or labor will be the contractor's responsibility The contractor shall be responsible for notifying UWM of any electrical requirements and paying the costs of connections from the equipment to the provided utility source, including all other costs of installation of the equipment.

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UWM shall not guarantee an uninterrupted supply of water, steam, electricity, or heat except 1hat it shall be diligent in restoring service following an interruption. UWM will not be liable for any Joss which may result from the interruptions or failure of any such utility services. UWM is interested in any potential energy savings initiatives which will reduce our utility consumption.

36. Ownership of Equipment: All vending equipment shall remain with the contractor. However, UWM agrees to take such measures as may be reasonably required, as defined by UWM, for the protection against loss by pilferage or destruction. Required equipment repair expenses shall be the con1ractor's responsibility.

37. Reduced Service Periods: The vending machines shall be operated during the entire year, but with reduced selections arrived at by mutual agreement for the summer session and UWM breaks.

38. Operation Instructions. Refunds, Malfunctions: Contractor shall provide on each machine at each vending food equipment location operating instructions and information where malfunction reports and refund requests may be made. Contractor must be responsible for handling refunds and malfunction transactions. All information including licenses and price regulation required to be posted shall be displayed in an appropriate manner agreed by UWM without defacing of the facilities of UWM.

39. Keys, Building Access:

a. The contractor shall be responsible for control of keys/building access ID cards if applicable from UWM and the security of those areas for which and when they are used by its representatives. The contractor shall be responsible for immediately reporting all the facts relating to losses incurred, equipment damage or break~ins to their equipment and areas of the University. UWM shall designate 1he authority that shall receive these reports and be responsible for key issue and periodic review of key control.

b. The contractor is responsible for the purchase of padlocks and other security devices which may be required by the contractor to further ensure revenue, product, or property.

c. The contractor shall be responsible for replacement of lost keys and the cost of re-keying and replacement of Jock cylinders required because of their negligence and/or Joss of keys.

40. Obtaining UWM ID badges and Access: Personnel of the contractor will need to obtain a UWM ID badge from UWM within seven (7) business days) before servicing UWM.

UWM ID badges are obtained at

UWM Pan1her Card Office 2200 E. Kenwood Blvd. Room 143 Milwaukee, WI 53211 Monday-Friday 8 am - 4:30 pm.

The personnel of a contractor must provide 1heir employee ID and driver's license to the UWM Panther Card Office staff to get their picture taken and receive 1heir 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

Additional requirements are required for housing access. Contact Ajay Dom, ajaydorn@uwm.edu for any questions.

41. Storage of Equipment Vending and auxiliary vending equipment not removed from the UWM locations on cancellation or expiration of this contract and/or after ten (10) days written notice to the contractor may be removed and placed in storage by the University. All costs of removal, storage and product and revenue loss shall be the contractors.

42. Route Employee Sales: Items sold through Vending equipment shall not be manually sold by vending attendants or route employees.

43. Premises. Equipment. Supplies and Facilities Maintenance; The premises, equipment, supplies and facilities shall be maintained throughout the life of this contract in condition satisfactory to UWM and in compliance with Chapters HSS 196 and HSS 198 of the Wisconsin Administrative Code and Sec. 50.50(4), Wisconsin Statutes. Thus, the Contractor shall adhere to the highest standards of cleanliness and sanitary practices, including food handler's

Page l 7 appearance and performance in the preparation, service, transport and storage of food and related items.

Structural, utility, and non-vending equipment changes necessary to comply with such requirements shall be made by UWM at its expense.

a. Maintenance of Sanitary Condition of Vending Machines: The Contractor shall maintain in a sanitary condition all vending machines. The customer-contact surfaces of all equipment including selector buttons, knobs, handles and cup dispensing platforms, if applicable, shall be cleaned with germicidal solution applied with disposable toweling. V isible products residue, as in cup platforms, shall be removed with warm water and detergent before application of the germicide.

b. Dust and Contaminant Removal from Vending Machines: The external cabinet of all vending machines, including cabinet tops, shall be kept free from dust and other contaminants by vendor. Screens, compressor zones and condensers shall be inspected regularly for dust, seepage and other residue and shall be kept clean.

c. Inspection of Vending Machines: The Contractor's employees shall be responsible for inspecting under and behind the vending machines and supplemental equipment for evidence of dirt, debris, and vermin. When cleaning of these areas is requlred, the contractor shall provide access, by kickplate (skirt} removal or machine movement and advise the University of the need for cleaning.

d. Waste Containers in Vending Areas: UWM shall provide waste containers, bag liners and recycling containers in the vending areas, where necessary, and in sufficient number, to maintain sanitary standards for trash disposal. All waste containers and recycling containers shall be kept in a clean and satisfactory condition and emptied as often as necessary by UWM.

44. Waste Removal from Vending Storage Areas: The contractor shall remove all waste packaging, master cartons, boxes, etc., from the vending service and storage areas to outside dumpsters provided and serviced by UWM.

Cardboard cartons shall be taken by the contractor to collection points identified by UWM or be removed from campus by the contractor.

45. Facility Inspection: Consultant inspectors of the Wisconsin State Division of Environmental Health and Milk Certification Section and/or Agent Health Departments of the division and campus safety personnel and environmental health specialists shall have complete cooperation and access to all vending service, production, and storage areas on inspection which they may conduct. The inspections may be at the request of UWM or on said agency's own discretion. A management representative of the contractor shall conduct equipment and facilities maintenance and sanitation inspections periodically. A copy of all inspection reports shall be furnished to UW'M by the contractor. The contractor is responsible to implement corrective operating measures required because of these inspections and reports within ten (10)-day notification from the inspecting agency and by mutual agreement of UWM.

46. Preventative Maintenance:

UWM shall institute a preventive maintenance program and regular replacement of worn, damaged or malfunctioning non-vending capital equipment and related facilities. The program shall be paid by the University and executed with the full cooperation of the contractor.

The contractor shall institute and maintain a program of preventive maintenance and regular replacement of worn, damaged, or malfunctloning vending equipment.

47. Matfunctions: The contractor shall provide on call, as needed vending and auxiliary equipment maintenance and repair service during campus building hours to minimize vending equipment down time. The contractor shall respond to equipment service and repair calls/reports within a minimum of three (3) hours between the hours of 7:00am and 7:00pm, Monday through Friday, and four (4) hour response time between 8:00am and 5:00pm during weekends. Equipment which cannot be returned to full service within seventy- two (72) hours of notification of needed repair shall be replaced with comparable equipment of like quality until the original equipment is returned to service.

The equipment repair service shall respond to emergency and daily routine maintenance requirements in a manner which limits equipment down time and customer inconvenience.

48. Equipment Replacement: The Contractor shall maintain a continual program of equipment replacement in high volume locations where obsolescence becomes a factor resulting fn potential service or sales reduction.

49. Non-Vending Capital Equipment UWM will be responsible for the purchase of non-vending capital equipmen1 and shall make or authorize the repair and replacement of worn, damaged or malfunctioning equipment and related facmties. Except where it has been determined by the University that damages were due to the contractor's negligence, the UWM shall, at its option, request the contractor to make and pay for the necessary repairs and replacement, or repair or replace said non-vending capital equipment and related facilities and invoice the contractor.

50. Industry Improvements: Industry improvements on vending equipment occurring during the life of this contract shall be incorporated by the contractor on the originally Installed equipment and subsequent installations where it is deemed feasible by UWM and mutually agreed by the contractor. Such improvements shall include, but not be limited to: "fail-safe no touch burglar alarms", self- locking coin boxes and various electronic security, declining balance card readers and metering devices.

51. New Security Advancements: The contractor shall keep UWM infonned on new industry security measures in use.

The University shall institute or execute such measures required to accomplish maximum property, product and revenue security when presented In writing by the contractor and mutually agreed by UWM.

52. Dally Floor Maintenance: UWM shall provide daily floor maintenance in the vending areas, and the contractor shall cooperate in keeping this service to a minimum. Route employees shall clean floor spillage which occurs in the process of filling or sanitizing equipment.

53. Floor Stripping and Waxing: UWM shall be responsible for the periodic stripping and sealing or waxing of floors in the vending areas, and shall furnish at its expense the necessary equipment, supplies and labor. UWM and contractor shall mutually develop a semi-annual schedule for UWM to thoroughly clean and seal the floor under and in the adjacent area of vending equipment.

54. Recycling: The contractor shall comply with UWM, and State policies and procedures related to recycling of waste materials, purchase of recyded materials and participate in required waste separation programs for materials, generated by the vending program.

UWM is committed to a comprehensive recycling program. Contractor may be asked to participate in experimental/pilot recycling projects during contract term and is encouraged to cooperate fully.

55. Pest Control: UWM shall be responsible for the costs of insect and pest control in all vending service and storage areas. The Contractor shall maintain maximum insect and pest control for its products and equipment.

56. Meter Counts: A representative of UWM may accompany the contractor's route employees when meter counts are made at time pre--determined and agreed by the University. Revenue discrepancies from the composite of these collections and that reported on the period statement shall be explained by the contractor in writing as part of such period statements.

57. Basis for Commissions: The contractor's non-re-settable meters shall be used as the basis to compute commissions to UWM. When reported inventory sales differ from meter readings, comminions payable due shall be paid on meter readings.

All vending equipment shall be equipped by the contractor with non-reset item sale counters and/or totalizers which are maintained in continual operative condition. Each period statement shall include beginning and ending counter readings as reconciled to route inventory control reports.

Inventory control records shall be kept for each machine indicating date, product description, sale price and quantity loaded into the machine and be made available to UWM on a schedule to be determined by UWM.

Product inventory and sales shall be recorded by machine at the time of each service occurrence.

Inventory control route records shall be retained a minimum of two (2) years after the sales and commissions for each period are recorded and reported to the University.

The Contractor shall provide to the Campus Contract Administrator a vending machine sales report, for each collection period which identifies: Vending Machine Number, Date and Time of Collection, and Reported sales from the Vending Machine based on meter readings.

The report shall subtotal sales by locations as defined by UWM.

The report shall be provided to Shimleng Lo, shimleng@uwm.edu or designee following the collection from any/all vending machines and prior to departing campus.

58. Different Items Sold: In the event different items are sold for which varied commissions are paid, the revenues and commissions for these item sales shall be reported by location in the revenue and commission category for that Item.

59. Refunds and Tests: Refunds and tests shall be deducted from vending commission statement gross sales item categories in which refund, and tests occurred prior to computation of State and local sales tax and commissions due UWM.

60. Sales Tax Determination: Sales Tax collected from customers shall be deducted from gross sales receipts, before computing the Sales Tax, provided the customers are advised of the amount of sales tax they are paying by posted sign or printed notice.

(Divide gross receipts by 1.06). Commissions shall be computed on the resulting net sales receipts for all commission sales.

For purposes of this contract, the required formula for determining net sales and commissions is as follows:

# of Vends x (times) Sales Price= Gross Sales. (Meter readings) Gross Sales - (minus) Tests and Refunds= Adjusted Gross Sales. (Refunds and Tests to be shown separately on each commission statement.).

Adjusted Gross/ (divided) by 1 plus State and Local (city of Milwaukee) Sales Tax (1.06) = Net Sales.

Net Sales x (times) Commission %= Commissions due UWM.

61 . Sales Tax Change: UWM's commissions under this contract are determined in part with the contractor's full consideration of applicable state, federal, county, or local excise and sales taxes on all products at the start of this contract. In event of an increase in these taxes or change in tax structure increasing contractor's tax liability and affected vending product sale price is not adjusted, commissions shall be reduced the exact same amount in dollar terms to compensate the contractor for tax increase. In the event of tax decrease, and no decrease in gross sales price is affected, UWM shall receive the exact same amount in commission compensation for such decreased tax.

62. Vandalism or Theft: Commissions shall not be paid on the Contractor's revenue losses resulting from vandalism or theft of money or product from vending equipment at UWM. The University shall receive commissions on any funds recovered.

63. Monthly Sales and Commission Reports: UWM will require the Contractor to provide monthly sales and commission reports which provide the following information:

Product Type such as gum, candy, snacks etc.

Building Location of Machines Machine Number Selling Prices of Products (separate report) Date Machine Installed (separate report) Date Machine Removed from Service (separate report) Designation of New or Used machine at time of installation (separate report} Gross and Net Sales and Sales Tax for each Machine by Location each period Year-to-Date Gross and Net Sales and Sales Tax for each Machine by Location each period Total Commission for each Machine by Location for each period Year-to-Date Commission for each Machine by Location each period Refunds and Tests for each Item Category Required Beginning and Ending Meter Reading Amount Over and Short by Machine

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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.

64. Refund System; A refund system shall be the full responsibility of the contractor. The Contractor shall provide each vending location with UWM approved instructions where refunds may be obtained. Contractor must provide up request the following:

what machine what happened amount of loss amount of refund date, building and Who suffered the loss

65. Records Retention: The contractor shall maintain complete and accurate records of vending transactions for each machine in accordance with accepted industry accounting practices and shall keep in a safe place all such financial records and statements pertaining to the operations at the University for a period of three (3) years from the close of each year's operation.

66. Payments: The Contractor shall pay the commission percentage of each net (gross sales less State and Local Sales Tax) vending sales on or before the 20th day of the period following the last day of the period in which commissions were earned based on the meter readings regardless of the tender type. Reports shall accompany this payment with a detailed explanation of dollar sales by item category, by location by each vendor and extension of commissions and a composite statement of said sales and commissions. Causes of abnormal revenue deviations shall be noted by the Contractor as part of these statements.

Declining balance card vending service shall be managed through CBord's Ugryd software. Payment from those sales will be paid by Ugryd to the vendor.

67. Statement and Commission Payment Receipt: All period commission statements and payments shall be sent to shimleng@uwm.edu. Vending commission payments not received by the Universfty 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.

UWM requires a minimum of twelve (12) monthly revenue and commission statements annually, including periods of reduced revenues. A reduced schedule of revenue and commission statements may be approved in writing by UWM by mutual agreement.

All period commission statements and payments should be sent to Shimleng lo, shimleng@uwm.edu.

68. Guaranteed Pavments: One year from the effective date of this contract. and each full year thereafter during the life of the contract, the contractor shall pay UWM that portion of commissions due, if any, to equal the guaranteed annual commission required in this contract. Payments shall be made by the 20th day of the following accounting period in which they were earned and recorded as commissions paid in the year the guarantee was due. In the first contract year, the guaranteed annual commission will be prorated from the date installation is complete untll 7/31/2023.

On expiration or termination of this contract, partial year guarantee commissions due. if any. shall be determined by dividing the prior year commissions earned through the date of termination by the prior contract year total commission or guarantee received whichever is greater. Multiply the resulting percent prorated commission received the prior year by the annual guarantee required per bid submittal. If the resulting prorated guarantee is greater than the commissions received to date of termination, any balance due shall be paid the University by the 20th day of the following accounting period.

In the event the University requires the contractor to remove equipment from a location or locations which reduce annual commission payments below the guarantee, the contractor may request a reduction of the guarantee in the amount equal to the commission generated at that location(s) during the prior twelve-month period. Increased commissions generated because of added locations during the term of the contract shall be used to offset the amount of annual guaranteed reduction. Guarantee adjustments require prior approval of UWM Purchasing, loignon@uwm.edu and amending the contract.

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69. Equipment-Remo"al Commissions: On expiration or termination of this contract commissions due to UVVM shall be paid on sales until all equipment has been removed, and the removal date shall be indicated on the period statement when each piece of equipment was removed, including equipment remo\fed at any time during the contract period prior to expiration.

70. Statement Review: On request of 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.

71 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.

UVVM 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 th is Contract

72. Route Inventory Cards and Reported Sales: Route inventory cards and reported sales shall be audited on a regular schedule , as determined by UWM, to verify the Contractor's in..,entory control and reported commissions.

73. Periodic Reviews: Periodic reviews, conducted jointly by representatives of the University and the contractor shall 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.

74. Records Open for Inspection: All records pertaining to the operations of vending food service shall be open for inspection and/or audit by the State, UW System, and/or UWM at any or all reasonable times.

75. Contractor Advisement of Audit Schedule: UVVM must be advised by the contractor of the schedule of the contractor's audit of their records and operations at the University. The University shall have t he option to participate In the contractor's audits and may request a full report of these audits.

76. Travel Per Diems: Contractor's travel and per diem expenses shall be the Contractor's sole responsibility.

77. Vendor Agreements: UWM will not sign vendor-supplied agreements/contracts. Agency purchase orders along with this document and any amendments to this document, listing all required and necessary items will serve as the only contract documents.

78. Excused Performance: If, because of riots, war, public emergency or calamity, fire, flood, earthquake, act 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 of time equal to the time that such default in performance is excused.

If, relative to this Agreement, there is a period of non-planned outages or interruptions caused by a Force Majeure lasting more than two (2) consecutive days which causes decreased sales figures directly attributable thereto, the contractor and UWM may renegotiate the financial considerations due for such period or apply such considerations to future periods.

79. Performance Bond or Irrevocable Letter of Credit:

Contractor shall be required to furnish a performance bond in the amount of ten thousand dollars ($10,000) dollars.

Such bond must be furnished upon notification by UWM Purchasing and prior to contract award.

In lieu of the performance bond, the contractor may provide an irrevocable letter of credit naming UWM as beneficiary. The irrevocable letter of credit shall be in the amount specified for the performance bond and the

Page I 12 format content required by the UWM. The performance bond or irrevocable letter of credit must be furnished by a company licensed to do business in the State of Wisconsin.

The performance bond or irrevocable letter of credit shall be for the entire contract period. If an irrevocable letter of credit is used, the period shall extend one month beyond the contract expiration date. The performance bond or letter of credit shall provide that in the event of non-renewal, the UWM Purchasing Office, and the contractor be notified in writing by the issuer a minimum of sixty (60) days prior to the anniversary of the effective date of the contract.

In the event of non-renewal, the contractor shall provide UWM evidence of the new source of surety within twenty one (21 ) calendar days after the University's receipt of the non-renewal notice. Failure to maintain the required surety in force may be cause for contract termination.

Failure to provide the bond or irrevocable letter of credit within twenty-one (21) days of notification of award may result in cancellation of contract award.

80. Insurance: Contractor will always during the terms of this contract keep in force and effect commercial general liability, automobile liability, excess/umbrella liability, worker's compensation, and employer's liability insurance policies issued by a company or companies rated A- or better by AM Best and authorized to conduct business in the State of Wisconsin with the following minimum limits of coverage.

Commercial General Liability: Each Occurrence $1,000,000; Damage to Rented Premises $100,000; General Aggregate $2,000,000; Products Comp/Op Agg $2,000,000

Automobile Liability: Combined Single Limn $1,000,000; Excess/Umbrella Liability; Each Occurrence $1,000,000;

Aggregate; $1 ,000,000.

Worker's Compensation: Statutory Limits

Employer's Liability: Each Accident $100,000; Disease Each Employee $100,000; Disease Policy Limit $500,000 *or such higher limits sufficient for these insurance policies to be scheduled under the Umbrella policy.

Coverage afforded shall apply as a primary with the Board of Regents of the University of Wisconsin System acting on behalf of the University of Wisconsin.Milwaukee, its officers, employees, and agents named as additional insureds on the commercial general and excess/umbrella liability policies. Contractor shall give sixty

(60) day advance written notice of non-renewal, cancellation, or expiration during the term of this Contract. In the event of non-renewal, cancellation, or expiration, the contractor shall provide the University evidence of the new source(s) of required insurance within twenty-one (21) calendar days after the University's…